**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-Q**
 (Mark
        One)
 
 x
              Quarterly
                  Report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934
 
 For
        the
        quarterly period ended: December 31, 2006
 
 or
 
 o
              Transition
                  report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934
 
 For
        the
        transition period from ______________ to _______________
 
 Commission
        file number: 001-15035
 
 **ABLE
        ENERGY, INC.**
 (An
        exact
        name of registrant as specified in its charter)
 
 **Delaware**
              **22-3520840**(State
                  or other jurisdiction of
              (I.R.S.
                  employerincorporation
                  or organization)
              identification
                  No.)
 
 
 
 **198
                  Green Pond Road**
                **Rockaway,
                  NJ**
              **07866**(Address
                  of principal executive offices)
              (Zip
                  code)
 
 Registrant's
        telephone number, including area code: (973) 625-1012
 
 
 **Not
        Applicable**
 (Former
        name, former address and former fiscal year, if changed since last
        report)
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that registrant was required
        to
        file such reports), and (2) has been subject to such filing requirements
        for the
        past 90 days.
 o Yes x No
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer:
 
 Large
                  accelerated filero
              Accelerated
                  filero
              Non-accelerated
                  filerx
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 o Yes x No
 
 As of
        July
        31, 2007, 14,808,090 shares of common stock, $.001 Par value per share, of Able Energy,
        Inc. were issued and outstanding.
 
 
  ABLE
        ENERGY, INC. AND SUBSIDIARIES
 FORM
        10-Q
 
 December
        31, 2006
 
 INDEX
 
 
 **Page****Part
                  I.**
              **Financial
                  Information**Item
                  1.
              Financial
                  StatementsCondensed
                  Consolidated Balance Sheets as of December 31, 2006 (Unaudited)
                  and June
                  30, 2006
              1Condensed
                  Consolidated Statements of Operations for the Three and Six Months
                  Ended
                December
                  31, 2006 and 2005 (Unaudited)
              2Condensed
                  Consolidated Statements of Changes in Stockholders' Equity (deficiency)
                  for the Six Months Ended December 31, 2006 (Unaudited)
              3Condensed
                  Consolidated Statements of Cash Flows for the Six Months Ended
                  December
                  31,
                2006
                  and 2005 (Unaudited)
              4Notes
                  to Condensed Consolidated Financial Statements (Unaudited)
              5Item
                  2.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              22Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              31Item
                  4.
              Controls
                  and Procedures
              31**Part
                  II**
              **Other
                  Information**Item
                  1.
              Legal
                  Proceedings
              32Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              32Item
                  3.
              Default
                  Upon Senior Securities
              32Item
                  4.
              Submission
                  of Matters to Vote of Security Holders
              33Item
                  5.
              Other
                  Information
              33Item
                  6.
              Exhibits
              33**Signatures******
              
              34**Exhibits****Certifications**
 
 
 
 **PART
                    I. FINANCIAL INFORMATION****Item
                    1. Condensed Consolidated Financial Statements****ABLE
                    ENERGY, INC. AND SUBSIDIARIES****CONDENSED
                    CONSOLIDATED BALANCE
                    SHEETS**
  **DECEMBER
                    31,**
                
                **JUNE
                    30,****2006**
                
                **2006****(Unaudited)****ASSETS****Current
                    Assets:**Cash
                
                $
                1,265,998
                
                $
                2,144,729Accounts
                    receivable, net of allowance for doubtful accounts of$516,315
                    and $462,086, at December 31, 2006 andJune
                    30, 2006, respectively
                
                
                3,352,811
                
                
                3,414,894Due
                    from broker
                
                
                509,198
                
                
                -Inventories
                
                
                2,123,433
                
                
                675,987Notes
                    receivable - current portion
                
                
                228,047
                
                
                400,579Receivable
                    from a related party
                
                
                297,059
                
                
                -Prepaid
                    expenses and other current assets
                
                
                487,365
                
                
                528,788**Total
                    Current Assets**
                
                
                8,263,911
                
                
                7,164,977Property
                    and equipment, net
                
                
                4,742,692
                
                
                4,414,051Notes
                    receivable - less current portion
                
                
                725,000
                
                
                725,000Intangible
                    assets, net
                
                
                974,931
                
                
                326,658Deferred
                    financing costs, net
                
                
                281,172
                
                
                150,264Prepaid
                    acquisition costs
                
                
                225,000
                
                
                225,000Security
                    deposits
                
                
                79,918
                
                
                84,918**Total
                    Assets**
                
                $
                15,292,624
                
                $
                13,090,868**LIABILITIES
                    & STOCKHOLDERS' (DEFICIENCY) EQUITY****Current
                    Liabilities:**Line
                    of credit
                
                $
                999,804
                
                $
                1,231,640Notes
                    payable, current portion
                
                
                146,450
                
                
                76,181Capital
                    leases payable, current portion
                
                
                311,476
                
                
                314,145Convertible
                    debentures and note payable,net
                    of unamortized debt discountsof
                    $2,600,171 and $70,368 as of December 31, 2006and
                    June 30, 2006, respectively
                
                
                532,326
                
                
                62,132Accounts
                    payable and accrued expenses
                
                
                3,505,081
                
                
                2,298,937Fuel
                    derivative contracts
                
                
                383,065
                
                
                -Customer
                    pre - purchase payments
                
                
                5,409,244
                
                
                3,336,833Unearned
                    revenue
                
                
                231,769
                
                
                277,426**Total
                    Current Liabilities**
                
                
                11,519,215
                
                
                7,597,294Notes
                    payable, less current portion
                
                
                3,447,687
                
                
                3,176,175Capital
                    leases payable, less current portion
                
                
                577,426
                
                
                645,313**Total
                    Long - Term Liabilities**
                
                
                4,025,113
                
                
                3,821,488**Total
                    Liabilities**
                
                
                15,544,328
                
                
                11,418,782**COMMITMENTS
                    AND CONTINGENCIES****Stockholders'
                    (Deficiency) Equity:**Preferred
                    stock; par value $.001, authorized 10,000,000
                    shares;issued
                    - none
                
                
                -
                
                
                -Common
                    stock; $.001 par value; 75,000,000 and 10,000,000 shares
                    authorized;at
                    December 31, 2006 and June 30, 2006, respectively3,141,423
                    and 3,128,923 shares issued and outstandingat
                    December 31, 2006 and June 30, 2006, respectively
                
                
                3,141
                
                
                3,129Additional
                    paid - in capital
                
                
                17,991,054
                
                
                14,812,723Accumulated
                    deficit
                
                
                (14,141,233
                )
                
                (11,038,961
                )Accumulated
                    other comprehensive loss
                
                
                (383,065
                )
                
                -Notes
                    and loans receivable - related parties
                
                
                (3,721,601
                )
                
                (2,104,805
                )**Total
                    Stockholders' (Deficiency) Equity**
                
                
                (251,704
                )
                
                1,672,086**Total
                    Liabilities and Stockholders' (Deficiency) Equity**
                
                $
                15,292,624
                
                $
                13,090,868
   See
        accompanying notes to these condensed consolidated financial
        statements.
 1
 
 
 **ABLE
                  ENERGY, INC. AND SUBSIDIARIES****CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS****(Unaudited)**
  **For
                  the Three Months Ended**
              
              **For
                  the Six Months Ended****December
                31,**
              
              **December
                  31,****2006**
              
              **2005**
              
              **2006**
              
              **2005****(Restated)**
              
              
              
              **(Restated)****(Note
                  5)**
              
              
              
              **(Note
                  5)****Net
                  Sales**
              
              $
              19,266,016
              
              $
              22,455,462
              
              $
              32,101,569
              
              $
              35,588,527**Cost
                  of Sales**(exclusive
                  of depreciation and amortizationshown
                  separately below)
              
              
              17,542,824
              
              
              20,059,210
              
              
              29,184,442
              
              
              32,068,784**Gross
                  Profit**
              
              
              1,723,192
              
              
              2,396,252
              
              
              2,917,127
              
              
              3,519,743**Operating
                  Expenses:**Selling,
                  general and administrative
              
              
              2,579,347
              
              
              2,354,125
              
              
              4,868,130
              
              
              4,214,114Depreciation
                  and amortization
              
              
              153,954
              
              
              161,435
              
              
              325,291
              
              
              433,591**Total
                  Operating Expenses**
              
              
              2,733,301
              
              
              2,515,560
              
              
              5,193,421
              
              
              4,647,705**Loss
                  from Operations**
              
              
              (1,010,109
              )
              
              (119,308
              )
              
              (2,276,294
              )
              
              (1,127,962
              )**Other
                  Income (Expense):**Interest
                  and other income
              
              
              156,282
              
              
              28,910
              
              
              305,104
              
              
              57,121Interest
                  income - related parties
              
              
              70,153
              
              
              13,295
              
              
              142,031
              
              
              31,070Interest
                  expense
              
              
              (211,276
              )
              
              (197,987
              )
              
              (388,029
              )
              
              (350,378
              )Interest
                  expense - related parties
              
              
              -
              
              
              
              
              
              -
              
              
              (35,333
              )Note
                  conversion expense
              
              
              -
              
              
              (125,000
              )
              
              -
              
              
              (125,000
              )Amortization
                  of deferred financing costs
              
              
              (27,762
              )
              
              (207,136
              )
              
              (48,890
              )
              
              (240,701
              )Amortization
                  of debt discounts on convertibledebentures
                  and note payable
              
              
              (274,285
              )
              
              (1,207,004
              )
              
              (470,194
              )
              
              (1,485,537
              )Registration
                  rights penalty
              
              
              (165,400
              )
              
              -
              
              
              (366,000
              )
              
              -**Total
                  Other Expenses, Net**
              
              
              (452,288
              )
              
              (1,694,922
              )
              
              (825,978
              )
              
              (2,148,758
              )**Net
                  Loss**
              
              $
              (1,462,397
              )
              $
              (1,814,230
              )
              $
              (3,102,272
              )
              $
              (3,276,720
              )**Basic
                  and diluted loss per common share**
              
              $
              (0.47
              )
              $
              (0.71
              )
              $
              (0.99
              )
              $
              (1.31
              )**Weighted
                  average number of common shares outstanding -****basic
                  and diluted**
              
              
              3,141,423
              
              
              2,570,065
              
              
              3,137,577
              
              
              2,507,753


See
        accompanying notes to these condensed consolidated financial
        statements.
 2
 
 
 **ABLE
                    ENERGY, INC. AND SUBSIDIARIES****CONDENSED
                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    (DEFICIENCY)****For
                    The Six Months Ended December 31, 2006****(Unaudited)**
  **Notes
                    and****Accumulated**
                
                **Loans**
                
                **Total****Other**
                
                **Receivable
                    -**
                
                **Stockholders'****Common
                    Stock**
                
                **Additional
                    Paid**
                
                **Accumulated**
                
                **Comprehensive**
                
                **Related**
                
                **Equity**
                
                **Comprehensive****Shares**
                
                **Amount**
                
                **-
                  in Capital**
                
                **Deficit**
                
                **Loss**
                
                **Parties**
                
                **(Deficiency)**
                
                **Loss**Balance
                    July 1, 2006
                
                
                3,128,923
                
                $
                3,129
                
                $
                14,812,723
                
                $
                (11,038,961
                )
                $
                -
                
                $
                (2,104,805
                )
                $
                1,672,086
                
                $
                -Common
                    stock issued inconnection
                    with option exercise
                
                
                12,500
                
                
                12
                
                
                54,488
                
                
                -
                
                
                -
                
                
                -
                
                
                54,500
                
                
                -Discounts
                    on convertibledebentures
                    and note payable
                
                
                -
                
                
                -
                
                
                3,000,000
                
                
                -
                
                
                -
                
                
                -
                
                
                3,000,000
                
                
                -Amortization
                    of deferred compensation
                
                
                -
                
                
                -
                
                
                123,843
                
                
                -
                
                
                -
                
                
                -
                
                
                123,843
                
                
                -Notes
                    receivable from related partiesfor
                    reimbursement of certain fees
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (590,000
                )
                
                (590,000
                )
                
                -Issuance
                    of notes receivableand
                    related accrued interestreceivable
                    upon advance tostockholders
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,026,796
                )
                
                (1,026,796
                )
                
                -Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (3,102,272
                )
                
                -
                
                
                -
                
                
                (3,102,272
                )
                
                (3,102,272
                )Comprehensive
                    loss -unrealized
                    loss on fuel derivative contracts
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (383,065
                )
                
                -
                
                
                (383,065
                )
                
                (383,065
                )Balance
                    December 31, 3006
                
                
                3,141,423
                
                $
                3,141
                
                $
                17,991,054
                
                $
                (14,141,233
                )
                $
                (383,065
                )
                $
                (3,721,601
                )
                $
                (251,704
                )
                $
                (3,485,337
                )
 
 
  See
        accompanying notes to these condensed consolidated financial
        statements.
 3
 **ABLE
                    ENERGY, INC. AND SUBSIDIARIES****CONDENSED
                    CONSOLIDATED STATEMENTS OF CASH FLOWS****(Unaudited)**
  **For
                    the Six Months Ended****December
                    31,****2006**
                
                **2005****(Restated)****(Note
                    5)****Cash
                    flows from operating activities:**Net
                    loss
                
                $
                (3,102,272
                )
                $
                (3,276,720
                )Adjustments
                    to reconcile net loss to net cash(used
                    in) provided by operating activities:Depreciation
                    and amortization
                
                
                325,288
                
                
                433,591Provision
                    for bad debts
                
                
                54,229
                
                
                195,141Amortization
                    of debt discounts on convertible debenturesand
                    note payable
                
                
                470,194
                
                
                1,485,537Amortization
                    of deferred financing costs
                
                
                48,891
                
                
                240,701Interest
                    income on note receivable and loan - related parties
                
                
                (121,798
                )
                
                -Stock
                    - based compensation
                
                
                123,843
                
                
                2,423Gain
                    on sale of property and equipment
                
                
                (12,594
                )
                
                (5,000
                )Note
                    conversion expense
                
                
                -
                
                
                125,000(Increase)
                    decrease in operating assets:Accounts
                    receivable
                
                
                (13,225
                )
                
                (1,379,514
                )Due
                    from broker
                
                
                (509,198
                )
                
                -Inventories
                
                
                (1,419,446
                )
                
                (1,450,913
                )Receivables
                    from a related party
                
                
                (297,059
                )
                
                -Prepaid
                    expenses and other current assets
                
                
                41,423
                
                
                (16,327
                )Security
                    deposits
                
                
                5,000
                
                
                (5,000
                )Increase
                    (decrease) in operating liabilities:Accounts
                    payable and accrued expenses
                
                
                1,206,144
                
                
                1,685,527Customer
                    pre - purchase payments
                
                
                1,834,872
                
                
                2,254,311Unearned
                    revenue
                
                
                (45,657
                )
                
                33,924**Net
                    cash (used in) provided by operating activities**
                
                
                (1,411,365
                )
                
                322,681**Cash
                    flows from investing activities:**Purchases
                    of property and equipment
                
                
                (472,909
                )
                
                (279,605
                )Cash
                    acquired in Purchase of Horsham Franchise, net of $128,000 cash
                    paid
                
                
                109,539
                
                
                -Advances
                    to related parties
                
                
                (1,494,998
                )
                
                (1,897,500
                )Intangible
                    assets
                
                
                -
                
                
                (9,599
                )Prepaid
                    acquisition costs
                
                
                -
                
                
                (611,940
                )Collection
                    of notes receivable
                
                
                (96,946
                )
                
                27,825Cash
                    received on sale of property and equipment
                
                
                13,886
                
                
                14,599**Net
                    cash used in investing activities**
                
                
                (1,941,428
                )
                
                (2,756,220
                )**Cash
                    flows from financing activities:**Net
                    (repayments) borrowings under line of credit
                
                
                (231,836
                )
                
                436,757Repayment
                    of notes payable
                
                
                (3,834
                )
                
                (35,087
                )Repayment
                    of capital leases payable
                
                
                (164,969
                )
                
                (141,708
                )Proceeds
                    from exercise of options
                
                
                54,500
                
                
                1,068,000Deferred
                    financing costs
                
                
                (179,798
                )
                
                (217,174
                )Proceeds
                    from sale of convertible debentures and note payable
                
                
                3,000,000
                
                
                2,500,000**Net
                    cash provided by financing activities**
                
                
                2,474,063
                
                
                3,610,788**Net
                    (decrease) increase in cash**
                
                
                (878,731
                )
                
                1,177,249Cash
                    - Beginning of Period
                
                
                2,144,729
                
                
                1,754,318Cash
                    - End of Period
                
                $
                1,265,998
                
                $
                2,931,567**Supplemental
                    disclosure of cash flow information:**Cash
                    paid during the period for interest
                
                $
                372,348
                
                $
                273,249**Supplemental
                    non - cash investing and financing activity:**Purchase
                    of Horsham franchise:Assets
                    acquired and liabilities assumed:Cash
                
                $
                237,539
                
                $
                -Inventories
                
                
                28,000
                
                
                -Property
                    and equipment
                
                
                39,000
                
                
                -Intangible
                    assets - Customer lists
                
                
                697,175
                
                
                -Customer
                    pre - purchase payments
                
                
                (237,539
                )
                
                -Total
                    purchase price
                
                
                764,175
                
                
                -Less:
                    Cash paid to purchase Horsham Franchise
                
                
                (128,000
                )
                
                -Non-cash
                    consideration due to seller
                
                $
                636,175
                
                $
                -Non
                    - cash consideration consisted of:Note
                    payable to seller
                
                $
                345,615
                
                $
                -Off-set
                    of note receivable, accrued interest receivable and otherreceivable
                    due from seller
                
                
                290,560
                
                
                -$
                636,175
                
                $
                -Common
                    stock issued upon conversion of note payable
                
                $
                -
                
                $
                500,000Common
                    stock issued upon conversion of convertible debt and accrued
                    interest
                
                $
                -
                
                $
                1,223,414Property
                    and equipment acquired through the assumption ofcapital
                    lease obligations
                
                $
                94,413
                
                $
                215,329
  See
        accompanying notes to these condensed consolidated financial
        statements.
 4
 
 
 **ABLE
        ENERGY, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 
 **Note
        1 - Basis of Presentation**
 
 The
        accompanying unaudited condensed consolidated financial statements of Able
        Energy, Inc. and Subsidiaries (the "Company") have been prepared in accordance
        with United States generally accepted accounting principles applicable for
        interim financial information. Accordingly, these condensed consolidated
        financial statements do not include all of the information and footnotes
        required by United States generally accepted accounting principles. In the
        opinion of management, all adjustments (consisting of normal recurring accruals)
        considered necessary for a fair presentation have been included. Operating
        results for the three and six months ended December 31, 2006 are not necessarily
        indicative of the results that may be expected for the year ending June 30,
        2007. These condensed consolidated financial statements include the accounts
        of
        Able Energy, Inc. and its wholly - owned subsidiaries (Able Oil Company,
        Able
        Oil Melbourne, Inc., Able Energy New York, Inc., Able Energy Terminal LLC
        and
        Price Energy Franchising L.L.C.) and majority owned (70.6%) subsidiary
        (PriceEnergy.com, Inc.). These condensed consolidated financial statements
        should be read in conjunction with the consolidated financial statements
        and
        footnotes thereto included in the Company's Annual Report on Form 10-K filed
        on
        April 12, 2007 for the year ended June 30, 2006.
 
 **Note
        2 - Going Concern, Liquidity and Capital Resources and Managements
        Plans**
 
 The
        Company has incurred a net loss during the year ended June 30, 2006 of
        approximately $6,242,000. Net cash used in operations during the year ended
        June
        30, 2006 was approximately $1,712,000. During the six months ended December
        31,
        2006, the Company incurred a net loss of approximately
        $3.1 million and used
        cash in operating activities of approximately
        $1,411,000, had a working capital deficiency of approximately $3.3 million,
        and
        a stockholders’ deficiency of approximately $252,000.  These
        factors raise substantial doubt about the Company's ability to continue as
        a
        going concern. These condensed consolidated financial statements do not include
        any adjustments relating to the recoverability of the recorded assets or
        the
        classification of the liabilities that may be necessary should the Company
        be
        unable to continue as a going concern.
 
 As
        of
        June 30, 2007, the Company had a cash balance of approximately $643,000 and
        had
        approximately $2.0 million of obligations for funds received in advance under
        a
        customer pre-purchase fuel program. The Company had available borrowings
        through
        its credit line facility of approximately
        $865,000 at June 30, 2007. In order to meet its liquidity requirements, the
        Company is negotiating a second mortgage on its oil terminal located on Route
        46
        in Rockaway, New Jersey, through which the Company believes it may borrow
        additional funds.
 
 The
        Company has been funding its operations through an asset-based line of credit (See
        Note
        13), the
        issuance of convertible debentures and notes payable (See
        Note
        16), and the
        proceeds from the exercise of options (See
        Note
        17). During
        the six months ended December 31, 2006, the Company has secured financings
        of approximately
        $3 million from the
        proceeds of convertible debentures and notes payable and approximately $55,000
        in proceeds from option exercises. Of such amount a pproximately
        $2.3 million was
        expended for loans, investments, and hedging transactions
        with the balance used for day to day operations of the Company (See Notes
        10, 19
        and 21).
 
 On
        May
        30, 2007, the Company completed a business combination with All American
        Plaza’s
        Inc. (“All American”) (See Note 19). The Company is pursuing sales initiatives,
        cost savings and credit benefits as contemplated in the business combination
        including consolidation of business operations where management of the Company
        deems appropriate for the combined entity. In
        order
        to conserve its capital resources and to provide incentives for the Company’s
        employees and other service vendors, the Company expects to continue to issue,
        from time to time, common stock and stock options to compensate employees
        and
        non-employees for services rendered. The Company is focusing on expanding
        its distribution programs and new customer relationships to increase demand
        for
        its products. In addition, the Company is pursuing other lines of business,
        which include expansion of its current commercial business into other products
        and services such as bio-diesel, solar energy, and other energy related home
        services. The Company is also evaluating, on a combined basis, all of its
        product lines for cost reductions, consolidation of facilities and efficiency
        improvements. There can be no assurance, however, that the Company will be
        successful in its efforts to enhance its liquidity.
 
 During
        the six months ended December 31, 2006, the Company advanced monies and loans
        totaling approximately $1,495,000 to All American who was a stockholder in
        the
        Company previous to the business combination. In addition, the Company accrued
        interest income on those and other notes with All American in the amount
        of
        $60,610 and $121,798 for the three and six months ended December 31, 2006,
        respectively (See Note 19). As of December 31, 2006, $715,000 is due on advances
        made on behalf of All American, a note receivable plus accrued interest in
        the
        amount of $1,883,000 is due August 15 th 2007 and
        a note and accrued interest in the amount of $939,000 is due in July 2008.
        The
        Company has granted to All American a series of extensions of the maturity
        of
        the note that is currently due on August 15, 2007. The business combination
        with
        All American was structured as an asset purchase agreement and the note
        obligations of All American to the Company were not assumed in connection
        with
        the business combination. Therefore, the notes receivable, as well as other
        amounts due from All American, survive the business combination and are recorded
        as contra - equity within these condensed consolidated financial statements.
        All
        American, the surviving entity, has notified the Company that its ability
        to
        repay its note obligations to the Company will be dependent upon All American
        successfully securing financing from a third party. Information related to
        assets acquired and liabilities assumed has not been finalized as of the
        date of
        this filing. Accordingly, the effect of the acquisition on the liquidity
        of the
        Company is not readily determinable.
  5
  The
        Company will require some combination of the sales, cost savings and credit
        benefits originally contemplated from the business combination and some
        combination of the collection of All American notes receivable, new financing,
        restructuring of existing financing, improved receivable collections and/or
        improved operating results in order to maintain adequate liquidity during
        the
        year ending June 30, 2008. The Company expects to establish and maintain
        compliance with the reporting requirements of the Securities and Exchange
        Act of
        1934, as amended, which include the filing of this Form 10-Q for the quarter
        ended December 31,2006, and the quarterly report on Form 10-Q for the quarter
        ended March 31, 2007.
  There
        can
        be no assurance that the financing or the cost saving measures as identified
        above will be satisfactory in addressing the short-term liquidity needs of
        the
        Company. In the event that these plans can not be effectively realized, there
        can be no assurance that the Company will be able to continue as a going
        concern.
 
 **Note
        3 - Summary of Significant Accounting Policies**
 
 Revenue
        Recognition
 Sales
        of
        fuel and heating equipment are recognized at the time of delivery to the
        customer, and sales of equipment are recognized at the time of installation.
        Revenue from repairs and maintenance service is recognized upon completion
        of
        the service. Payments received from customers for heating equipment service
        contracts are deferred and amortized into income over the term of the respective
        service contracts, on a straight-line basis, which generally do not exceed
        one
        year. Payment received from customers for the pre-purchase of fuel is recorded
        as a current liability until the fuel is delivered to the customer, at which
        time it is recognized as revenue by the Company.
 
 Reclassifications
 Certain
        reclassifications have been made to prior period's condensed consolidated
        financial statements in order to conform to the current period
        presentation.
 
 Derivative
        Contracts
 The
        Company uses derivative instruments (futures contracts) to manage the commodity
        price risk inherent in the purchase and sale of #2 heating oil. Derivative
        instruments are required to be marked to market under SFAS No. 133, "Accounting
        for Derivative Instruments and Hedging Activities" (“SFAS 133”), as amended.
        These contracts are designated as cash flow hedges in accordance with SFAS
        133
        and were recorded at fair value as a liability entitled “fuel derivative
        contracts” on the Company's condensed consolidated balance sheet at December 31,
        2006.
 
 The
        Company believes that these futures contracts for fuel oil have been effective
        during their term to offset changes in cash flow attributable to the hedged
        risk. The Company performs a prospective and retrospective assessment of
        the
        effectiveness of the futures contracts at least on a quarterly basis. All
        realized and unrealized gains or losses on the futures contracts at each
        reporting date are included in accumulated other comprehensive loss in the
        equity section of the condensed consolidated balance sheet and in comprehensive
        loss (See Note 9) until the related fuel purchases being hedged are sold
        at
        which time such gains or losses are recorded in cost of goods sold in the
        condensed consolidated statements of operations. However, if the Company
        expects
        at any time that continued reporting of a loss in accumulated other
        comprehensive income would lead to recognizing a net loss on the combination
        of
        the futures contracts and the hedged transaction in one or more future periods,
        a loss is reclassified immediately into cost of goods sold for the amount
        that
        is not expected to be recovered. As a result of the Company’s effectiveness
        assessment at December 31, 2006, the Company believes that all open futures
        contracts will continue to be highly effective in achieving offsetting changes
        in future cash flows.
 
 **Note
        4 - Recently Issued Accounting Pronouncements**
 
 In
        June
        2005, the Financial Accounting Standards Board (FASB) published Statement
        of
        Financial Accounting Standards No. 154, “Accounting Changes and Error
        Corrections” (“SFAS 154”). SFAS 154 establishes new standards on accounting for
        changes in accounting principles. Pursuant to the new rules, all such changes
        must be accounted for by retrospective application to the financial statements
        of prior periods unless it is impracticable to do so. SFAS 154 completely
        replaces Accounting Principles Bulletin No. 20 and SFAS 3, though it carries
        forward the guidance in those pronouncements with respect to accounting for
        changes in estimates, changes in the reporting entity, and the correction
        of
        errors. The requirements in SFAS 154 are effective for accounting changes
        made
        in fiscal years beginning after December 15, 2005. The Company will apply
        these
        requirements to any accounting changes after the implementation date. The
        application of this pronouncement did not have an impact on the Company's
        condensed consolidated financial position, results of operations, or cash
        flows.
  EITF
        Issue No. 05-4 “The Effect of a Liquidated Damages Clause on a Freestanding
        Financial Instrument Subject to EITF Issue No. 00-19, `Accounting for Derivative
        Financial Instruments Indexed to, and Potentially Settled in, a Company's
        Own
        Stock” (“EITF No. 05-4”) addresses financial instruments, such as stock purchase
        warrants, which are accounted for under EITF 00-19 that may be issued at
        the
        same time and in contemplation of a registration rights agreement that includes
        a liquidated damages clause. The consensus of EITF No. 05-4 has not been
        finalized. In July and August 2006, the Company entered into two private
        placement agreements for convertible debentures and a note payable, a
        registration rights agreement and issued warrants in connection with the
        private
        placement (See Note 15). Based on the interpretive guidance in EITF Issue
        No.
        05-4, view C, since the registration rights agreement includes provisions
        for
        uncapped liquidated damages, the Company determined that the registration
        rights
        is a derivative liability.
  6
  In
        February 2006, the FASB issued SFAS No. 155 - Accounting for Certain Hybrid
        Financial Instruments, which eliminates the exemption from applying SFAS
        133 to
        interests in securitized financial assets so that similar instruments are
        accounted for similarly regardless of the form of the instruments. SFAS 155
        also
        allows the election of fair value measurement at acquisition, at issuance,
        or
 when
        a
        previously recognized financial instrument is subject to a remeasurement
        event.
        Adoption is effective for all financial instruments acquired or issued after
        the
        beginning of the first fiscal year that begins after September 15, 2006.
        Early
        adoption is permitted. The adoption of SFAS 155 is not expected to have a
        material effect on the Company's consolidated financial position, results
        of
        operations or cash flows.
 
 In
        July
        2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
        in
        Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"), which
        clarifies the accounting for uncertainty in tax positions. This interpretation
        requires that the Company recognize in its consolidated financial statements,
        the impact of a tax position, if that position is more likely than not of
        being
        sustained on audit, based on the technical merits of the position. The
        provisions of FIN 48 are effective as of July 1, 2007, with the cumulative
        effect of the change in accounting principle recorded as an adjustment to
        opening retained earnings. The Company is currently evaluating the impact
        of
        adopting FIN 48 on its consolidated financial statements.
 
 In
        September 2006, the FASB issued SFAS No.157, "Fair Value Measurements", which
        defines fair value, establishes a framework for measuring fair value in United
        States generally accepted accounting principles, and expands disclosures
        about
        fair value measurements. Adoption is required for fiscal years beginning
        after
        November 15, 2007, and interim periods within those fiscal years. Early adoption
        of SFAS 157 is encouraged. The Company is currently evaluating the impact
        of
        SFAS 157 and the Company will adopt SFAS 157 in the fiscal year beginning
        July
        1, 2008.
 
 In
        September 2006, the staff of the SEC issued Staff Accounting Bulletin ("SAB")
        No. 108, which provides interpretive guidance on how the effects of the
        carryover or reversal of prior year misstatements should be considered in
        quantifying a current year misstatement. SAB 108 becomes effective in fiscal
        2007. Adoption of SAB 108 did not have a material impact on the Company's
        consolidated financial position, results of operations or cash
        flows.
 
 In
        December 2006, the FASB issued FASB Staff Position ("FSP") EITF 00-19-2
        "Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2") which
        specifies that the contingent obligation to make future payments or otherwise
        transfer consideration under a registration payment arrangement should be
        separately recognized and measured in accordance with SFAS No. 5, "Accounting
        for Contingencies." Adoption of FSP EITF 00-19-02 is required for fiscal
        years
        beginning after December 15, 2006, and is not expected to have a material
        impact
        on the Company's consolidated financial position, results of operations or
        cash
        flows.
 
 In
        February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for Financial
        Assets and Financial Liabilities - Including an amendment of FASB Statement
        No.
        115", which permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. The fair value option established by this
        Statement permits all entities to choose to measure eligible items at fair
        value
        at specified election dates. A business entity shall report unrealized gains
        and
        losses on items for which the fair value option has been elected in earnings
        at
        each subsequent reporting date. Adoption is required for fiscal years beginning
        after November 15, 2007. Early adoption is permitted as of the beginning
        of a
        fiscal year that begins on or before November 15, 2007, provided the entity
        also
        elects to apply the provisions of SFAS Statement No. 157, Fair Value
        Measurements. The Company is currently evaluating the expected effect of
        SFAS
        159 on its consolidated financial statements and is currently not yet in
        a
        position to determine such effects.
 
 **Note
        5 - Restatement of Financial Data as of December 31, 2005 and for the Three
        and
        Six Months Then Ended**
 
 The
        financial data as of December 31, 2005 and for the three and six months periods
        ended December 31, 2005, as presented in the condensed consolidated financial
        statements, have been restated and corrected for errors relating to (1) the
        amortization of a customer list; (2) the deferral of revenue recognition
        associated with certain twelve month service contracts; (3) the improper
        accrual
        of audit fees; (4) the issuance and cancellation of common stock in regard
        to
        non-performance by a consultant under its consulting agreement with the Company;
        (5) the timing of the recording of directors' fees; (6) the timing of the
        recording of bad debt expense; (7) the deferral of previously recorded revenue;
        and the reclassification of related party receivables.
 
 Customer
        List Amortization
 The
        Company was amortizing customer lists aggregating approximately, $611,000
        (which
        were purchased in various acquisitions) over estimated useful lives of 10-15
        years until July 2001, when the net book value was $422,728, at which time
        the
        Company stopped amortizing the same. The Company has reassessed its position
        and
        has determined that the customer lists should have continued to be amortized,
        in
        accordance with SFAS No. 142, "Goodwill and Other Intangible Assets", which
        states that intangible assets must be amortized over their estimated useful
        life
        unless that useful life is determined to be indefinite. Accordingly, the
        Company
        has recognized additional amortization expense of $10,513 and $21,026 for
        the
        three and six month periods ended December 31, 2005, respectively.
  7
  Service
        Contract Revenue Deferral
 In
        the
        ordinary course of business, the Company offers a twelve month service contract
        related to residential customers' heating equipment. The Company's policy
        is to
        defer the revenue associated with these contracts, recognizing the revenue
        over
        the life of the respective contracts. However, the Company's policy was not
        applied correctly. The Company has recorded the deferrals required at the
        various reporting dates and the impact has been to increase revenue by $192,621
        and $196,617 for the three and six month periods ended December 31, 2005,
        respectively.
 
 Audit
        Fee Accrual
 Previously,
        the Company recorded an accrual for audit fees that it estimated would be
        incurred subsequent to the date of the consolidated financial statements
        as of
        June 30, 2005. The Company subsequently determined that the accrual for the
        audit services which had not yet been performed was improper. The $31,337
        of
        audit fees that were reversed as of June 30, 2005, was recorded during the
        six
        months ended December 31, 2005.
  Cancellation
        of Stock Due to Non Performance by Consultant
 During
        March 2005, the Company issued common stock to a consultant pursuant to the
        terms of a consulting agreement. Subsequently, the Company determined that
        the
        consultant did not perform in accordance with the consulting agreement and
        the
        Company has filed suit demanding that the shares be returned. The Company's
        position is that the share issuance has been cancelled ab initio, as if the
        shares were never issued. Accordingly, selling, general and administrative
        expense was increased by $22,727 and $12,987 for the three and six month
        periods
        ended December 31, 2005, respectively. Previously, the 142,857 shares issued
        to
        the consultant were treated as cancelled as of October 1, 2005 (See Note
        18).
  Timing
        of the Recording of Directors’ Fees
 During
        the quarterly period ended March 31, 2006, the Company recorded a charge
        for
        Directors' fees, a portion of which it subsequently determined should have
        been
        recorded in prior periods. Accordingly, adjustments have been reflected to
        record charges of $42,886 and $85,772 during the three and six month periods
        ended December 31, 2005, respectively.
 
 Timing
        of Recording of Bad Debt Expense
 During
        the quarterly period ended December 31, 2005, the Company recorded a charge
        for
        bad debt expense; a portion of which it subsequently determined should have
        been
        recorded in a prior period. Accordingly, an adjustment has been reflected
        to
        record a charge of $49,461 in the quarterly period ended September 30, 2005
        with
        an offsetting $49,461 credit to the charge previously recorded during the
        quarterly period ended December 31, 2005.
 
 Deferral
        of Previously Recorded Revenue
 During
        the quarterly period ended December 31, 2005, the Company recognized revenue
        which was primarily related to a gain which had been deferred from the December
        1998 sale of Able Oil Company Montgomery, Inc. The Company subsequently
        determined that the deferred gain did not yet qualify for recognition until
        December 2006 when the Company purchased the Horsham Franchise (See Note
        20).
        Accordingly, $79,679 of revenue was reversed from the three and six months
        ended
        December 31, 2005.
 
 The
        adjustments reflected in the restated financial data as of December 31, 2005
        and
        for the three and six months ended December 31, 2005, as presented in the
        condensed consolidated financial statements, also correct the condensed
        consolidated balance sheet as of December 31, 2005 which is not presented
        in
        these condensed consolidated financial statements.
 
 Cumulative
        Effect of the Adjustments Described Above on Accumulated Deficit
 The
        cumulative effect of the adjustments described above increased the accumulated
        deficit as of June 30, 2005 in the amount of $371,978.
 
 Reclassification
        of Related Party Receivable s
 Related
        party receivables in the amount of $1,897,500 were reclassified from assets
        to
        notes and loans receivable - related parties, a contra - equity
        account.
 
 Impact
 The
        following summarizes the effect of the adjustments discussed above on the
        previously reported condensed consolidated balance sheet as of December 31,
        2005
        and statements of operations for the three and six months ended December
        31,
        2005:
  8
 
 **December
                    31, 2005**Total
                    assets as previously reported
                
                $
                19,027,838Adjustments
                
                
                (2,138,189
                )Restated
                    total assets
                
                $
                16,889,649Total
                    liabilities as previously reported
                
                $
                14,864,854Adjustments
                
                
                165,451Restated
                    total liabilities
                
                $
                15,030,305Total
                    stockholders' equity 'as
                    previously reported
                
                $
                4,162,984Adjustments
                
                
                (2,303,637
                )Restated
                    total stockholders' equity
                
                $
                1,859,347
 
  **For
                    the Three Months**
                  **Ended
                    December 31,**
                  **2005**
                
                **For
                    the Six Months Ended**
                  **December
                    31,**
                  **2005**Total
                    revenues as previously reported
                
                $
                22,340,176
                
                $
                35,471,589Adjustments
                
                
                115,286
                
                
                116,938Restated
                    total revenues
                
                $
                22,455,462
                
                $
                35,588,527Gross
                    profit as previously reported
                
                $
                2,026,410
                
                $
                2,949,579Adjustments
                
                
                369,842
                
                
                570,164.0Restated
                    gross profit
                
                $
                2,396,252
                
                $
                3,519,743Net
                    loss as previously reported
                
                $
                (1,900,507
                )
                $
                (3,242,539
                )Adjustments
                
                
                86,277
                
                
                (34,181
                )Restated
                    net loss
                
                $
                (1,814,230
                )
                $
                (3,276,720
                )Basic
                    and diluted loss per common share:As
                    previously reported
                
                $
                (0.74
                )
                $
                (1.25
                )Adjustments
                
                
                0.03
                
                
                (0.06
                )As
                    restated
                
                $
                (0.71
                )
                $
                (1.31
                )Basic
                    and diluted average number ofcommon
                    shares outstanding:As
                    previously reported
                
                
                2,579,754
                
                
                2,584,826Adjustments
                
                
                (9,689
                )
                
                (77,073
                )As
                    restated
                
                
                2,570,065
                
                
                2,507,753
 
 **Note
        6 - Net Loss per Share**
 
 Basic
        net
        loss per common share is computed based on the weighted average number of
        shares
        outstanding during the periods presented. Common stock equivalents, consisting
        of stock options, warrants, and convertible debentures and notes payable
        as
        further discussed in the notes to the condensed consolidated financial
        statements, were not included in the calculation of diluted loss per share
        because their inclusion would have been anti-dilutive.
 
 The
        total
        common shares issuable upon the exercise of stock options and warrants, and
        conversion of convertible debentures and note payable along with related
        accrued
        interest, was 6,760,826 and 5,707,782 for the six months ended December 31,
        2006
        and 2005, respectively.
  9
 
 **Note
        7 - Inventories**
 
 Inventories
        consisted of the following at December 31, 2006:
  #2
                    heating oil
                
                $
                1,777,553Diesel
                    fuel
                
                
                44,419Kerosene
                
                
                43,290Propane
                
                
                24,757Parts,
                    supplies and equipment
                
                
                233,414Total
                
                $
                2,123,433
  **Note
        8 - Notes Receivable**
 
 On
        March
        1, 2004, the Company entered into two notes receivable totaling $1.4 million
        related to the sale of its subsidiary, Able Propane LLC. The notes are secured
        by substantially all the assets of Able Propane LLC. One note for $500,000
        bears
        interest at a rate of 6% per annum and the other note for $900,000 is
        non-interest bearing. Principal payments on the $900,000 are payable in four
        annual installments which began on the first anniversary of the note. Principal
        payment on the $500,000 note is due on March 1, 2008. Interest on such note
        is
        being paid in quarterly installments through the maturity date. The balance
        outstanding of these two notes as of December 31, 2006 was
        $950,000.
 
 The
        Company had a note from Able Oil Montgomery, Inc. ("Able Montgomery") and
        Andrew
        Schmidt (the owner of Able Montgomery) related to the sale of Able Montgomery
        and certain assets to Mr. Schmidt. The note was dated June 15, 2000 for
        $170,000. The note bore interest at 9.5% per annum and payments commenced
        October 1, 2000. The note was secured by the stock of Able Montgomery, Able
        Montgomery's assets, as well as a personal guarantee of Mr. Schmidt. On December
        13, 2006, the Company purchased the assets of Able Montgomery and the note
        was
        applied against a portion of the purchase price (See Note 21).
  
 The
        Company has a note receivable related to the sale of oil delivery trucks
        to an
        independent driver. This independent driver also delivers oil for the Company.
        The note bears interest at the rate of 12% per annum. This note was issued
        in
        February 1999 and is payable in eight monthly installments each year during
        the
        period from September through April, through April 2007, the oil delivery
        season. The balance on this note at December 31, 2006 was $3,047
  Maturities
        of the notes receivable at December 31, 2006 are as follows:
  **For
                    the Year**
                
                **Principal****Ending
                    December 31,**
                
                **Amount**2007
                
                $
                228,0472008
                
                
                725,000Total
                
                $
                953,047
  **Note
        9 - Intangible Assets**
 
 Intangible
        assets were comprised of the following at December 31, 2006:
 Customer
                    lists
                
                $
                1,308,025Website
                    development costs
                
                
                2,394,3373,702,362Less:
                    Accumulated amortization
                
                
                (2,727,431
                )Intangible
                    assets, net
                
                $
                974,931
 
 10
 
 
 The
        estimated future amortization of customer lists and website development costs
        as
        of December 31, 2006 is as follows
  For
                    the Years Ending
                  December
                    31,
                
                Total
                
                Customer
                  Lists
                
                Website
                  development
                  costs2007
                
                $
                136,277
                
                $
                88,272
                
                $
                48,0052008
                
                
                126,236
                
                
                88,272
                
                
                37,9642009
                
                
                87,988
                
                
                86,943
                
                
                1,0452010
                
                
                84,287
                
                
                84,287
                
                
                -2011
                
                
                77,942
                
                
                77,942
                
                
                -Thereafter
                
                
                462,201
                
                
                462,201
                
                
                -$
                974,931
                
                $
                887,917
                
                $
                87,014
 
 Information
        related to intangible assets for the six months ended December 31,
        2006:
 Openning
                    balance - June 30, 2006
                
                $
                326,658Amounts
                    capitalized
                
                
                697,175Amortization
                    for the period
                
                
                (48,902
                )Closing
                    balance - December 31, 2006
                
                $
                974,931
 
 The
        $697,175 of amounts capitalized during the six months ended December 31,
        2006
        represents customer lists acquired in the purchase of the Horsham Franchise
        (See
        Note 21). The amount is being amortized over a 15 year period.
 
 Amortization
        expense for intangible assets was
        $26,388 and $11,550 for the three
        months ended December 31, 2006 and 2005, respectively, and $48,902 and $132,089
        for the six months ended December 31, 2006 and 2005, respectively.
 
 At December
        31, 2006, the weighted average remaining life of the intangible assets is
        11.75
        years and has no residual value.
  **Note
        10** **- Derivative Instruments**
 
 During
        the period from July 28, 2006 to August 15, 2006, the Company entered into
        futures contracts for #2 heating oil (“fuel derivative contracts”) to hedge a
        portion of its forecasted heating season requirements. The Company purchased
        40
        contracts with a series of maturities between October 2006 and April 2007.
        The
        contracts total 1,680,000 gallons of #2 heating oil at an average call price
        of
        $2.20 per gallon. In accordance with SFAS 133, the Company is accounting
        for the
        contracts as a cash flow hedge. Through December 31, 2006, the Company has
        deposited a total of
        $1,033,934 in
        margin requirements with the broker. The Company has a realized loss on 24
        of
        the 40 contracts in the amount of $525,660. The balance of $509,198 on deposit
        with the broker at December 31, 2006 is included in due from broker. The
        realized loss of $525,660 is recorded in cost of goods sold in these condensed
        consolidated financial statements, of which, $210,213 relates to contracts
        for
        which fuel had not been delivered as of December 31, 2006, however this amount
        is included in cost of goods sold since such loss is not expected to be
        recovered in the applicable future period. The estimated fair value of open
        futures contracts as of December 31, 2006 resulted in an unrealized loss
        of
        $383,065 which is recorded as fuel derivative contracts with a corresponding
        amount recorded in accumulated other comprehensive loss in these condensed
        consolidated financial statements (See
        Note 17). During the period from January 1, 2007 through March 31, 2007 the
        Company had realized a loss of $398,175 on the remaining 16
        contracts.
  11
  **Note
        11 - Property and Equipment**
 
 Property
        and equipment was comprised of the following at December 31, 2006:
 Land
                
                $
                479,346Buildings
                
                
                1,662,955Bulding
                    improvements
                
                
                539,414Trucks
                
                
                3,929,718Machinery
                    and equipment
                
                
                1,028,768Office
                    furniture, fixturesand
                    equipment
                
                
                224,779Fuel
                    tanks
                
                
                923,260Cylinders
                    - propane
                
                
                459,1779,247,417Less:
                    accumulated depreciation
                
                
                (4,504,725
                )Property
                    and equipment, net
                
                $
                4,742,692
  At
        December 31, 2006, the Company had equipment under capital leases with a
        net
        book value of approximately $1,065,000.
 
 Depreciation
        and amortization expense of property and equipment was
        $127,566  and
        $149,886 for the
        three months ended December 31, 2006 and 2005, respectively. Depreciation
        and
        amortization expense of property and equipment was $276, 389
        and
        $301,502 for the six
        months ended December 31, 2006 and 2005, respectively.
 
 **Note
        1** **2
        - Deferred Financing Costs and Debt Discounts**
 
 The
        Company incurred deferred financing costs in conjunction with the sale of
        convertible debentures on July 12, 2005 and August 8, 2006 (See Note 16),
        notes
        payable on May 13, 2005 (See Note 14), and a line of credit on May 13, 2005
        (See
        Note 13) and a convertible note payable on July 5, 2006 (See Note 16). These
        costs were capitalized to deferred financing costs and are being amortized
        over
        the term of the related debt. Amortization of deferred financing costs was
        $27,762 and $207,136 for the three months ended December 31, 2006 and 2005,
        respectively. Amortization of deferred financing costs was $48,890 and $240,701
        for the six months ended December 31, 2006 and 2005, respectively.
 
 In
        accordance with EITF 00-27, "Application of Issue 98-5 to Certain Convertible
        Instruments", the Convertible Debentures issued on July 12, 2005 and August
        8,
        2006, as well as a convertible note issued July 5, 2006 were considered to
        have
        a beneficial conversion premium feature. The Company recorded debt discounts
        of
        $5,500,000 related to the beneficial conversion features and warrants issued
        in
        connection with the financings. The Company amortized $274,285 and $1,207,004
        of
        the debt discount during the three months ended December 31, 2006 and 2005,
        respectively. The Company amortized $470,194 and $1,485,537 of the debt
        discounts during the six months ended December 31, 2006 and 2005,
        respectively
 
 **Note
        13 - Line Of Credit**
 
 On
        May
        13, 2005, the Company entered into a $1,750,000 line-of-credit agreement
        with
        Entrepreneur Growth Capital, LLC. The loan is secured by accounts receivable,
        inventory and certain other assets as defined in the agreement. The line
        carries
        interest at Citibank's prime rate, plus 4% per annum (11.25%
        at December
        31, 2006) not to exceed 24% with a minimum interest of $11,000 per month.
        The
        line also requires an annual facility fee of 2% of the total available facility
        limit and monthly collateral management fees equal to .025%. The outstanding
        balance fluctuates over time. The balance due as of December 31, 2006 was
        $999,804 and approximately $750,000
        was available under this credit line.
 
 **Note
        14 - Notes Payable**
 
 On
        May
        13, 2005, the Company entered into a term loan with Northfield Savings Bank
        for
        $3,250,000. Principal and interest are payable in monthly installments of
        approximately $21,400 which commenced July 1, 2005. The initial interest
        rate is
        6.25% per annum on the unpaid principal balance for the first five years,
        to be
        reset every fifth anniversary date at 3% over the five year treasury rate,
        but
        not lower than the initial rate; at that time the monthly payment will be
        reset.
        The interest rate on default is 4% per annum above the interest rate then
        in
        effect. The note is secured by Company-owned real property located in Rockaway,
        New Jersey and an assignment of leases and rents at such location. At the
        maturity date of June 1, 2030, all remaining amounts are due. The balance
        outstanding on this note at December 31, 2006 was approximately
        $3,165,000.
 
 12
  On
        August
        27, 1999, the Company entered into a note related to the purchase of equipment
        and facilities from B & B Fuels Inc. The total principal of the note
        originally was $145,000. The note is payable in the monthly amount of principal
        and interest of $1,721 with an interest rate of 7.5% per year through August
        27,
        2009. The note is secured by a mortgage granted by Able Energy New York,
        Inc. on
        properties at 2 and 4 Green Terrace and 4 Horicon Avenue, Town of Warrensburg,
        Warren County, New York. The balance due on this note at December 31, 2006
        was approximately
        $50,000.
 
 On
        December 7, 2006, the Company entered into a note with Ford Motor Credit
        for the
        purchase of a Ford pick - up truck. The total principal of the note is $33,636.
        The note is payable in the monthly amount of principal and interest of $757
        through December 31, 2010 with an annual interest rate of 3.9%.
 
 On
        December 13, 2006, the Company entered into a 5 year note agreement relating
        to
        the purchase of the Horsham Franchise in the amount of $345,615 (See Note
        21).
        The interest rate is 7.0% per annum and principal and interest is payable
        in
        monthly installments of $6,844 which commenced on January 13, 2007.
 
 Maturities
        of the notes payable as of December 31, 2006 are as follows:
  **For
                    the****Year
                    Ending****December
                    31,**
                
                **Amount**2007
                
                $
                146,4502008
                
                
                156,3862009
                
                
                160,0552010
                
                
                156,4352011
                
                
                157,606Thereafter
                
                
                2,817,205$
                3,594,137
  **Note
        15 - Capital Leases Payable**
 
 The
        Company has entered into various capital leases for equipment expiring through November
        2011 ,
        with
        aggregate monthly payments of approximately
        $34,000. During the
        three months ended December 31, 2006, the Company purchased equipment under
        a
        capital lease for approximately $95,000.
 
 The
        following is a schedule by years of future minimum lease payments under capital
        leases together with the present value of the net minimum lease payments
        as of
        December 31, 2006:
 **For
                    the Year****Ending
                    December 31,**
                
                **Amount**2007
                
                $
                372,9112008
                
                
                343,9412009
                
                
                193,4522010
                
                
                74,9142011
                
                
                21,501Total
                    minimum lease payments
                
                
                1,006,719Less:
                    amounts representing interest
                
                
                117,817Present
                    value of net minimum lease payments
                
                
                888,902Less:
                    current portion
                
                
                311,476Long
                    - term portion
                
                $
                577,426
 
  13
 
 **Note
        16 - Convertible Debentures and Notes Payable**
 
 Convertible
        Debentures - July 2005
 On
        July
        12, 2005, the Company consummated a financing in the amount of $2.5 million.
        Under such financing, the Company sold debentures evidenced by a Variable
        Rate
        Convertible Debenture (the "Convertible Debentures"). During the year ended
        June
        30, 2006 $2,367,500 of principal plus accrued interest of $49,563 were converted
        into 371,856 shares of the Company’s common shares. As of December 31, 2006, the
        remaining outstanding balance of convertible debentures totaled $132,500
        plus
        accrued interest of $60,358 . The
        amortization of discounts on these Convertible Debentures was $15,883 and
        $1,207,004 for the three months ended December 31, 2006 and 2005, respectively.
        The amortization of discounts on these Convertible Debentures was $31,766
        and
        $1,485,537 for the six months ended December 31, 2006 and 2005, respectively
        and
        the unamortized portion was $38,602 at December 31, 2006.
 
 Convertible
        Note Payable - Laurus
 On
        July
        5, 2006, the Company closed a Securities Purchase Agreement entered into
        on June
        30, 2006 whereby it sold a $1,000,000 convertible term note to the Laurus
        Master
        Trust Fund, Ltd.(“Laurus”). The Company paid fees of $49,000 to Laurus and
        received net proceeds of $951,000. The Company incurred escrow fees of $1,500.
        Thereafter, the Company loaned $849,500 of the Laurus proceeds to All American
        and in exchange for a note receivable in the amount of $905,000 which included
        reimbursement of $50,500 of transaction fees. All American loaned the net
        proceeds received from Able to CCI Group, Inc (“CCIG”, a 70% owned subsidiary of
        All American) who utilized such funds toward the development and operation
        of a
        project operated by CCIG’s subsidiary Beach Properties Barbuda Limited
        (“BPBL”).
 
 Commencing
        August 1, 2006, the Company was required to pay interest on the note monthly
        in
        arrears at a rate equal to the prime rate published in the Wall Street Journal
        plus 2% (a total of 10.25% as of December 31, 2006), calculated as of the
        last
        business day of the calendar month. Amortizing payments of the principal
        amount
        of the note shall be made by the Company commencing on June 30, 2007 and
        on the
        first business day of each succeeding month thereafter in the amount of $27,778
        through the maturity date of the note on June 30, 2009. The note is convertible
        at the option of Laurus into shares of the Company's common stock, at an
        initial
        fixed conversion price of $6.50 per share. The conversion rate of the note
        is
        subject to certain adjustments and limitations as set forth in the
        note.
 
 In
        connection with Laurus' purchase of the note, the Company granted Laurus
        a
        warrant exercisable through June 30, 2011 to purchase 160,000 shares of the
        Company's common stock at a price of $5.57 per share, subject to the adjustments
        and limitations set forth in the warrant. These warrants were valued at
        approximately $986,000, using the Black-Scholes model, applying an interest
        rate
        of 5.19%, volatility of 98.4%, dividends of $0 and a contractual term of
        five
        years.
 
 In
        accordance with EITF 00-27 “Application of Issue 98-5 to Certain Convertible
        Instruments” and EITF 98-5, "Accounting for Convertible Securities with
        Beneficial Conversion Features or Contingently Adjusted Conversion Ratios",
        on a
        relative fair value basis, the warrants were recorded at a value of
        approximately $472,000. The conversion feature, utilizing an effective
        conversion price and market price of the common stock on the date of issuance
        of
        $3.00 and $7.70, per share, respectively, was valued at approximately $723,000
        which was then limited to $528,000, the remaining undiscounted value of the
        proceeds of the convertible term note. Accordingly, the Company has recorded
        a
        debt discount related to the warrants of $472,000 and the beneficial conversion
        feature of the convertible term note of $528,000, which amounts are amortizable
        utilizing the interest method over the three year term of the convertible
        term
        note. Amortization of debt discounts on this note payable amounted to
        $ 84,326
        and  $164,070 for the
        three and six months ended December 31, 2006 and the unamortized portion
        of
        these debt discounts was $835,930 at December 31, 2006.
 
 The
        Company agreed that within sixty days from the date of issuance of the note
        (September 3, 2006) and warrant that it would file a registration statement
        with
        the SEC covering the resale of the shares of the Company's stock issuable
        upon
        conversion of the note and the exercise of the warrant. This registration
        statement would also cover any additional shares of stock issuable to Laurus
        as
        a result of any adjustment to the fixed conversion price of the note or the
        exercise price of the warrant. As of June 30, 2007, the Company was not able
        to
        file a registration statement and Laurus has not yet waived its rights under
        this agreement. As a result of its failure to comply with the registration
        rights provision, the Company has included all the amounts due for the
        convertible term note as a current liability in the condensed consolidated
        balance sheet as of December 31, 2006. There are no stipulated liquidated
        damages outlined in the Registration Rights Agreement. Under the Agreement,
        the
        holder is entitled to exercise all rights granted by law, including recovery
        of
        damages, and will be entitled to specific performance of its rights under
        this
        agreement. Mr. Frank Nocito, an officer and a stockholder and Mr. Stephen
        Chalk,
        a director have each provided a personal guarantee, of up to $425,000 each,
        in
        connection with this financing.
 
 The
        Company received from Laurus a notice of a claim of default dated January
        10,
        2007. Laurus claimed default under section 4.1(a) of the Term Note as a result
        of non-payment of interest and fees in the amount of $8,826 that were due
        on
        January 5, 2007, and a default under sections 6.17 and 6.18 of the Securities
        Purchase Agreement for failure to use best efforts (i) to cause CCIG to provide
        Laurus on an ongoing basis with evidence that any and all obligations in
        respect
        of accounts payable of the project operated by CCIG’s subsidiary BPBL, have been
        met; and (ii) cause CCIG to provide within 15 days after the end of each
        calendar month, unaudited/internal financial statements (balance sheet,
        statements of income and cash flow) of BPBL and evidence that BPBL is current
        in
        all of their ongoing operational needs. On March 7, 2007, Laurus notified
        the
        Company that it waived the event of default and that Laurus had waived the
        requirement for the Company to make the default payment of
        $154,000.
 14
 
 The
        aforementioned interest and fees were paid by the Company on January 11,
        2007.
        Further, the Company has requested CCIG provide reports and information to
        Laurus as provided for in the securities purchase agreement. CCIG has informed
        the Company that they have initiated a legal proceeding in Antigua against
        Laurus. Among the subjects of that proceeding are the validity and
        enforceability of agreements that the holder is now seeking to have the Company
        assist CCIG to comply with.
 
 Moreover,
        the court in that legal proceeding has issued a temporary restraining order
        precluding the holder from enforcing its remedies under those agreements
        with
        CCIG and its subsidiaries. Although the Company is not a party to the proceeding
        and not specifically bound by the temporary restraining order, it is the
        Company's position that it should not take any action with regard to the
        agreements between Laurus and CCIG while the proceeding is pending and the
        temporary restraining order is in effect.
 
 Convertible
        Debentures August 2006
 On
        August
        8, 2006, the Company issued $2,000,000 of convertible debentures to certain
        investors which are due on August 8, 2008. The convertible debentures are
        convertible into shares of the Company's common stock at a conversion price
        of
        $6.00 per share, which was the market value of the Company's common stock
        on the
        date of issuance. The Company received net proceeds of $1,820,000 and incurred
        expenses of legal fees of $40,000 and broker fees of $140,000 in connection
        with
        this financing that were recorded as to deferred financing costs and amortized
        on a straight-line basis over the two year term of the convertible debentures.
        The convertible debentures bear interest at the greater of either LIBOR (5.4%
        as
        of December 31, 2006) plus 6.0%, or 12.5%, per annum, and such interest is
        payable quarterly to the holder at the option of the Company, either in cash
        or
        in additional convertible debentures.
 
 At
        any
        time, the holder may convert the convertible debenture into shares of common
        stock at $6.00 per share, or into 333,333 shares of common stock which
        represents a conversion at the face value of the convertible
        debenture.
 
 On
        May
        30, 2007, upon consummation by the Company of the business combination
        transaction with All American (See Note 18), the Company may redeem the
        convertible debentures at a price of 120% of the face amount, plus any accrued
        but unpaid interest and any unpaid liquidated damages or under certain
        conditions, the Company may redeem the amount at 120% of the face amount
        in
        cash, or redeem through the issuance of shares of common stock at the lower
        of
        the existing conversion price or 90% of the volume weighted average price,
        as
        stipulated in the agreement.
 
 The
        investors may elect to participate in up to 50% of any subsequent financing
        of
        the Company by providing written notice of intention to the
        Company.
 
 The
        investors also were issued 333,333, 166,667 and 172,667 five-year warrants
        to
        purchase additional shares of the Company's common stock at $4.00, $6.00
        and
        $7.00 per share, respectively. These warrants were valued at $3,143,000 using
        the Black-Scholes model, applying an interest rate of 4.85%, volatility of
        98.4%, dividends of 0% and a term of five years. In accordance with EITF
        00-27
        and EITF 98-5, on a relative fair value basis, the warrants were recorded
        at a
        value of approximately $1,222,000.
 
 The
        beneficial conversion feature, utilizing an effective conversion price and
        market price of the common stock on the date of issuance of $2.00 and $6.00,
        per
        share, respectively, was valued at approximately $1,333,000 which was then
        limited to $778,000, the remaining undiscounted value of the convertible
        term
        note. Accordingly, the Company has recorded a debt discount related to the
        warrants of $1,222,000 and a beneficial conversion feature of the convertible
        term note of $778,000, which amounts are amortizable over the two year term
        of
        the convertible debentures. Amortization of debt discounts was $174,078 and
        $274,361 for the three and six months ended December 31, 2006, respectively,
        and
        the unamortized portion was $1,725,639 at December 31, 2006.
 
 The
        Company had agreed to file a registration statement within forty-five days
        or
        September 22, 2006, covering the resale of the shares of common stock underlying
        the convertible debentures and warrants issued to the investors, and by October
        15, 2006, to have such registration statement declared effective. The
        registration rights agreement with the investors provides for partial liquidated
        damages in the case that these registration requirements are not met. From
        the
        date of violation, the Company is obligated to pay liquidated damages of
        2% per
        month of the outstanding amount of the convertible debentures, up to a total
        obligation of 24% of such obligation. The Company has not yet filed a
        registration statement regarding these securities. As
        a
        result of its failure to comply with the registration rights provision, the
        Company has included all amounts due on the convertible debentures as a current
        liability in the condensed consolidated balance sheet as of December 31,
        2006. Also,
        as
        of December
        31, 2006, the
        Company has estimated the fair value of the liquidated damages obligation
        including interest of approximately $366,000. The expense is included as registration rights penalty on the
        condensed consolidated statement of operations and
        the
        corresponding liability in accounts payable and accrued expenses on the
        condensed consolidated balance sheet. The Company is obligated
        to continue to pay 18% interest per annum on any damage amount not paid in
        full
        within 7 (seven) days. As of June 30, 2007, the Company
        was not able to file a registration statement and the holder has not yet
        waived
        its rights under this agreement. However, the Company has not received a
        default
        notice from the lender on these matters. EITF 05-04 view (C) allows the Company
        to account for the value of the warrants as equity and separately record
        the
        fair value of the registration right as a derivative liability. Until these
        liquidated damages are cured, the incurred liquidated damages and an estimate
        of
        future amount will be accounted for as a derivative liability by the Company under
        view (C).
 
 The
        obligations of the Company in this financing transaction are secured by a
        first
        mortgage on certain property owned by the Company in Warrensburg, New York,
        a
        pledge of certain rights the Company has in securities of CCIG, guarantees
        by
        the Company's subsidiaries and liens on certain other property.
  15
  **Note
        17- Stockholders’ Deficiency**
 
 Increase
        in Common Shares Authorized
 On
        August
        29, 2006, the stockholders approved an increase in authorized shares of common
        stock from 10,000,000 to 75,000,000 shares.
 
 Accumulated
        Other Comprehensive Loss
 Accumulated
        other comprehensive loss of $383,065 represents changes in the effective
        portion
        of the Company’s open fuel contracts (See Note 10).
 
 Stock
        Options
 A
        summary
        of the Company's stock option activity, and related information for the six
        months ended December 31, 2006 is as follows:
 Number
                    of
                  Options
                
                Weighted
                  Average
                  Exercise
                    PriceOutstanding,
                    June 30, 2006
                
                
                91,500
                
                $
                5.92Granted
                
                
                50,000
                
                
                4.55Cancelled
                
                
                (50,000
                )
                
                4.55Exercised
                
                
                (12,500
                )
                
                4.36Outstanding,
                    December 31, 2006
                
                
                79,000
                
                $
                6.17
 On
        July
        31, 2006, an option was granted to Frank Nocito, a Vice President and
        stockholder of the Company, to purchase 50,000 shares of common stock of
        the
        Company at a price of $4.55 per share. Thereafter, in error, the Company
        issued
        the shares to Mr. Nocito. Mr. Nocito had not formally exercised the option,
        nor
        had he paid Able the cash consideration for the shares. Mr. Nocito returned
        the
        stock certificates to the Company and the shares were cancelled by the transfer
        agent. On October 7, 2006, Mr. Nocito and the Company agreed to cancel the
        option and further, Mr. Nocito agreed in writing to waive any and all rights
        that he had to the option. The option was then cancelled and deemed null
        and
        void and the statements reflect no expense related to the cancelled
        grant.
 
 On
        August
        25, 2006, Steven Vella, the Company's former Chief Financial Officer, elected
        to
        exercise 12,500 options with an exercise price of $4.36 that were granted
        to him
        on June 23, 2006, as part of a negotiated severance package. As a result
        of the
        option exercise, the Company received proceeds of $54,500.
 
 There
        were no other options granted during the six months ended December 31,
        2006.
 
 The
        Company incurred $106,006 and $123,843 of stock - based compensation expenses
        for the three and six months ended December 31, 2006, respectively, from
        amortization of deferred compensation expenses related to the previous issuance
        of stock options.
 
 Options
        exercisable are as follows:
  Number
                    of
                  Options
                
                Weighted
                  Average
                  Exercise
                    PriceDecember
                    31, 2006
                
                
                79,000
                
                $
                6.17
 16
 
 
 
 The
        following is a summary of stock options outstanding and exercisable at December
        31, 2006 by exercise price range:
 Exercise
                    Price Range
                
                Number
                    of
                  options
                
                Weighted
                  Average
                  Remaining
                  Contractual
                  Life
                    (Years)
                
                Weighted
                  Average
                  Exercise
                  Price$2.55
                    - $3.16
                
                
                30,000
                
                
                2.0
                
                $
                2.86$8.09
                    - $8.32
                
                
                49,000
                
                
                4.1
                
                
                8.2079,000
                
                
                3.3
                
                $
                6.17
  Warrants
  
 A
        summary
        of the Company’s stock warrant activity and related information for the six
        months ended December 31, 2006 is as follows:
 **Number
                    of**
                  **Warrants**
                
                **Weighted**
                  **Average
                    Price**Outstanding
                    June 30, 2006
                
                
                5,332,309
                
                $
                7.49Granted
                
                
                832,667
                
                
                5.32Outstanding
                    September 30, 2006
                
                
                6,164,976
                
                $
                7.20
 
 Voluntary
        NASDAQ Delisting
 On
        October 4, 2006, the Company announced its intention to voluntarily delist
        the
        Company's common stock from the NASDAQ Capital Market, effective as of the
        start
        of trading on October 13, 2006. The Company's common stock is currently quoted
        on the Pink Sheets. The management of the Company has indicated that the
        Company
        will apply for listing on the OTC Bulletin Board as soon as
 practicable
        following the filing this December 31, 2006 report on Form 10-Q as well as
        for
        the period ended March 31, 2007.
 
 **Note
        18- Commitments and Contingencies**
 
 Purchase
        Commitments
 The
        Company is obligated to purchase #2 heating oil under various contracts with
        its
        suppliers. As of December 31, 2006, total open commitments under these
        contracts, which expire at various dates through April 2007, were approximately
        $3,413,000. See Note
        22 for additional contracts entered into subsequent to December 31,
        2006.
 
 Litigation
 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 consolidated financial condition, competitive
        position, or capital expenditures of the Company.
 
 Following
        an explosion and fire that occurred at the Company's Facility in Newton,
        NJ on
        March 14, 2003, and through the subsequent clean up efforts, the Company
        has
        cooperated fully with all local, state and federal agencies in their
        investigations into the cause of this accident.
 
 A
        lawsuit
        (known as Hicks
        vs. Able Energy, Inc. )
        was
        filed against the Company by residents who allegedly suffered property damages
        as a result of the March 14, 2003 explosion and fire. The Company's insurance
        carrier is defending the Company as it related to compensatory damages. The
        Company has retained separate legal counsel to defend the Company against
        the
        punitive damage claim. On June 13, 2005, the Court granted a motion certifying
        a
        plaintiff class action which is defined as "All Persons and Entities that
        on and
        after March 14, 2003, residing within a 1,000 yard radius of Able Oil Company's
        fuel depot facility and were damaged as a result of the March 14, 2003
        explosion". As
        of
        June 30, 2007 ,
        this
        lawsuit is still in discovery. The class certification is limited to economic
        loss and specifically excludes claims for personal injury from the Class
        Certification. The Company believes that the Class Claims for compensatory
        damages is within the available limits of its insurance. On September 13,
        2006,
        the plaintiffs counsel made a settlement demand of $10,000,000, which the
        Company believes to be excessive and the methodology upon which is fundamentally
        flawed. The Company intends to vigorously defend the claim.
  17
 
 Relating
        to the Hicks action, a total of 227 claims have been filed against the Company
        for property damages and 222 claims have been settled by the Company's insurance
        carrier. In addition to the Hicks action, four property owners, who were
        unable
        to reach satisfactory settlements with the Company's insurance carrier, have
        filed lawsuits for alleged property damages suffered as a result of the March
        14, 2003 explosion and fire. The Company's insurance carrier is defending
        the
        Company as it relates to the Hicks action and remaining four property damage
        claims. The Company's counsel is defending punitive damage claims. The Company
        believes that compensatory damage claims are within the available limits
        of
        insurance and reserves for losses have been established, as deemed appropriate,
        by the insurance carrier. The Company believes the remaining five unsettled
        lawsuits will not have a material adverse effect on the Company's consolidated
        financial condition or operations.
 
 The
        Company has been involved in non material lawsuits in the normal course of
        business. These matters are handled by the Company's insurance carrier. The
        Company believes that the outcome of the above mentioned legal matters will
        not
        have a material effect on the Company's condensed consolidated financial
        statements.
 
 USA
        Biodiesel LLC Joint Venture
 On
        August
        9, 2006, the Company entered into a joint venture agreement with BioEnergy
        of
        America, Inc. ("BEA"), a privately-held Delaware corporation, for the purpose
        of
        producing biodiesel fuel using BEA's exclusive production process at plants
        to
        be constructed at truck stop plazas, home heating depots and terminals used
        to
        house petroleum products for distribution or resale. The joint venture will
        operate through USA Biodiesel LLC ("USA"), a New Jersey limited liability
        company in which the Company and BEA will each have a 50% membership interest.
        Each plant, when fully operational, will produce approximately 15 million
        gallons of biodiesel fuel per year. USA will pay all of the operating,
        production and processing expenses for each plant, including an annual use
        fee
        to the Company for use of the plant in the amount of $258,000, payable
        quarterly, commencing ninety days after the plant is fully operational. USA
        will
        operate the plants and the Company shall have the exclusive right to purchase
        all bio-diesel fuel produced at the plants.
 
 The
        Company's initial contribution to USA will be: (i) the costs of construction
        of
        each of the plants (estimated to be $1.5 million each) and related equipment
        necessary for operating the plants, all of which, after construction of the
        plants shall be owned by the Company; (ii) initial capital by means of a
        loan to
        USA for funding the operations of USA; (iii) the facilities at which the
        plants
        are to be constructed; and (iv) office facilities and access to office
        technology for the Company. BEA's initial contribution to USA will be: (i)
        the
        license design, engineering plans and technology and related costs and expenses
        necessary to construct and operate the plants at the
 facilities;
        (ii) access to equipment supplier purchase agreements for equipment for the
        plants; (iii) access to soy oil, methanol and other material purchasing
        agreements; (iv) for each plant constructed, six months of training consisting
        of three months during the construction of each of the plants and three months
        during initial full production; and (v) exclusive territorial rights to the
        manufacturing process to be used at the plants. There were no costs incurred
        by
        the Company through June 30, 2007.
 
 Other
        Contingencies
 Related
        to its 1999 purchase of the property on Route 46 in Rockaway, New Jersey,
        the
        Company settled a lawsuit with a former tenant of the property and received
        a
        lump sum settlement of $397,500. This sum was placed in an attorney's escrow
        account for payment
        of all environmental remediation costs. Through December 31, 2006, the Company
        has been reimbursed for approximately $290,000 of costs and another
        approximately $87,000 are un-reimbursed and are included in prepaid expenses and other current assets
        in
        the accompanying condensed consolidated balance sheet at December 31, 2006
        and
        must be presented to the attorney for reimbursement. The environmental
        remediation is still in progress on this property. The majority of the free
        standing product has been extracted from the underground water table. The
        remainder of the remediation will be completed over the course of the next
        eight
        to ten years using natural attenuation and possible bacterial injection and
        based upon the information available to the Company at June 30, 2007 ,
        in the
        op inion
        of
        the Company's management, the amount remaining available in the trust is
        sufficient to fund the remaining remediation.
 
 On
        September 26, 2006, the New Jersey Department of Environmental Protection
        ("NJDEP") conducted a site update inspection, which included a review of
        the
        Route 46 site and an update of the progress of the approved remediation.
        The
        NJDEP Northern Office director who conducted the inspection, concluded that
        the
        remediation progress was proceeding appropriately and that the NJDEP approved
        of
        the Company's continued plan to eliminate the remaining underground
        product.
 
 During
        the year ended June 30, 2006, certain officers of the Company exercised stock
        options for the purchase of 100,000 shares of the Company’s stock at an exercise
        price of $6.68 per share that would have resulted in additional compensation
        to
        them if, at the time of exercise, the stock was either not subject to a
        substantial risk of forfeiture or transferable. The Company has concluded
        that
        the stock received upon exercise was subject to a substantial risk of forfeiture
        and not transferable until the time of sale. Since the sales price of the
        stock
        was less than the exercise price, the Company has further concluded that
        there
        is no additional compensation that would be subject to income tax withholdings
        for inclusion in payroll tax returns. There can be no assurance that the
        Internal Revenue Service (“IRS”) will agree with the Company’s position. In the
        event that the IRS does not agree, the Company estimates that its maximum
        exposure for income tax withholdings will not exceed approximately $85,000
        excluding any potential interest and penalties. In addition, the Company
        has not
        yet filed certain SEC filings related to these option
        exercises.
 18
  On
        December 8, 2006, the Company commenced an action in the Superior Court of
        California, for the County of Los Angeles against Summit Ventures, Inc.
        (“Summit”), Mark Roy Anderson (“Anderson”), the principal of Summit and four
        other companies controlled by Anderson, Camden Holdings, Inc., Summit Oil
        and
        Gas, Inc. d/b/a Nevada Summit Oil and Gas, Harvest Worldwide LLC and Harvest
        Worldwide, Inc. seeking to compel the return of 142,857 shares (the “Shares”) of
        the Company’s common stock issued to Summit. The shares were issued to Summit in
        connection with a consulting agreement the Company had entered into with
        Summit
        in January 2005 (also See Note 5). The complaint also sought damages as a
        result
        of Summit’s and Anderson’s breach of contract, fraud, and misrepresentation with
        respect to the consulting agreement. On June 28, 2007, Summit and Anderson
        interposed a cross-complaint against the Company, Greg Frost, the Company’s
        Chief Executive Officer and Chairman, Chris Westad, the Company’s President,
        Frank Nocito, Vice President of Business Development for the Company, Stephen
        Chalk, a Director of the Company and Timothy Harrington, the former Chief
        Executive Officer of the Company. The cross-complaint seeks damages of not
        less
        than $1,411,427 based on purported claims of breach of contract and fraud.
        It is
        the Company’s position that these claims are completely without merit and it
        intends to make a motion to dismiss the cross-complaint as soon as possible
        and
        to vigorously pursue its rights against Summit, Anderson, and his other related
        companies .
  SEC
        Formal Order of Private Investigation
  On
        September 7, 2006, the Company received a copy of a Formal Order from the
        SEC
        pursuant to which the Company, certain of its officers and a director were
        served with subpoenas requesting certain documents and information. The Formal
        Order authorizes an investigation of possible violations of the anti-fraud
        provisions of the federal securities laws with respect to the offer, purchase
        and sale of the Company's securities and the Company's disclosures or failures
        to disclose material information. The Company believes that it did not violate
        any securities laws and intends to cooperate fully with and assist the SEC
        in
        its inquiry. The scope, focus and subject matter of the SEC investigation
        may
        change from time to time and the Company may be unaware of matters under
        consideration by the SEC. The Company has produced and continues to produce
        responsive documents and intends to continue cooperating with the SEC in
        connection with the investigation.
 
 **Note
        19 - Related Party Transactions**
 
 Acquisition
        of Assets of All American
 The
        Company entered into an Asset Purchase Agreement dated as of June 16, 2005
        (which was originally contemplated as a stock purchase agreement) ("Purchase
        Agreement") with all of the stockholders (and then with All American with
        respect to the Purchase Agreement) (the "Sellers") of All American in connection
        with the Company's acquisition of substantially all the operating assets
        (not
        including real estate properties) of All American. This transaction was approved
        on August 29, 2006 at a special meeting of the Company's stockholders and
        was
        consummated on May 30, 2007. In accordance with applicable Delaware law,
        the
        transaction was approved by at least two-thirds (2/3) of the disinterested
        stockholders of the Company. Under the terms of the Purchase Agreement, upon
        closing, the Company issued an aggregate of 11,666,667 shares of the Company’s
        unregistered and restricted common stock. Of the approximately 11.67 million
        shares, 10 million shares were issued directly to All American and the remaining
        1,666,667 shares were issued in the name of All American in escrow pending
        the
        decision by the Company’s Board of Directors relating to the All American
        Secured Debentures described in the paragraph below .
        The
        Company purchased the operating businesses of eleven truck stop plazas owned
        and
        operated by All American. The acquisition included all assets comprising
        the
        eleven truck plazas other than the underlying real estate and the buildings
        thereon. The Company also assumed all liabilities related to the operations
        of
        those truck stops. The Company did not assume any liabilities related to
        the
        underlying real estate. In addition, the obligations of All American to the
        Company relating to the notes and other amounts as described in these condensed
        consolidated financial statements survive the business combination. The
        financial information related to the assets acquired and liabilities assumed
        in
        not yet available. The shares of the Company were valued at a fixed price
        of
        $3.00 per share for purposes of the Purchase Agreement. The share price of
        the
        Company’s common stock as of May 30, 2007 as listed on the Pink Sheets was
        $1.65.
 
 All
        American Financing
 On
        June
        1, 2005, All American completed a financing that may impact the Company.
        Pursuant to the terms of the Securities Purchase Agreement (the "Agreement")
        among All American and certain purchasers ("Purchasers"), the Purchasers
        loaned
        All American an aggregate of $5,000,000, evidenced by Secured Debentures
        dated
        June 1, 2005 (the "Debentures"). The Debentures were due and payable on June
        1,
        2007, subject to the occurrence of an event of default, with interest payable
        at
        the rate per annum equal to LIBOR for the applicable interest period, plus
        4%
        payable on a quarterly basis on April 1st, July 1st, October 1st and January
        1st, beginning on the first such date after the date of issuance of the
        Debentures. As of June 30, 2007, the Company's Board has not approved the
        transfer of the debt that would also require the transfer of additional assets
        from All American as consideration for the Company to assume the debt. Should
        the Company’s Board approve the transfer of the debt, the Debentures will be
        convertible into shares of the Company's common stock at a conversion rate
        of
        the lesser of (i) the purchase price paid by the Company for each share of
        All
        American common stock in the acquisition, or (ii) $3.00, subject to further
        adjustment as set forth in the agreement.
 
 The
        loan
        is secured by real estate property owned by All American in Pennsylvania
        and New
        Hampshire. Pursuant to the Agreement, these Debentures are in default, as
        All
        American did not complete the merger with the Company prior to the expiration
        of
        the 12-month anniversary of the Agreement. Pursuant to the Additional Investment
        Right (the "AIR Agreement") among All American and the Purchasers, the
        Purchasers may loan All American up to an additional $5,000,000 of secured
        convertible debentures on the same terms and conditions as the initial
        $5,000,000 loan, except that the conversion price will be $4.00.
  19
  If
        the
        Company’s Board approves the transfer of debt, upon such assumption, the Company
        will assume the obligations of All American under the Agreement, the Debentures
        and the AIR Agreement through the execution of a Securities Assumption,
        Amendment and Issuance Agreement, Registration Rights Agreement, Common Stock
        Purchase Warrant Agreement and Variable Rate Secured Convertible Debenture
        Agreement, each between the Purchasers and the Company (the "Able Energy
        Transaction Documents"). Such documents provide that All American shall cause
        the real estate collateral to continue to secure the loan, until the earlier
        of
        full repayment of the loan upon expiration of the Debentures or conversion
        by
        the Purchasers of the Debentures into shares of the Company's common stock
        at a
        conversion rate of the lesser of (i) the purchase price paid by the Company
        for
        each share of All American common stock in the acquisition, or (ii) $3.00,
        (the
        "Conversion Price"), subject to further adjustment as set forth in the Able
        Energy Transaction Documents. However, the Conversion Price with respect
        to the
        AIR Agreement shall be $4.00. In addition, the Purchasers shall have the
        right
        to receive five-year warrants to purchase 2,500,000 of the Company's common
        stock at an exercise price of $3.75 per share.
 
 In
        the
        event the Company’s Board of Directors does approve the transfer of debt and
        pursuant to the Able Energy Transaction Documents, the Company shall also
        have
        an optional redemption right (which right shall be mandatory upon the occurrence
        of an event of default) to repurchase all of the Debentures for 125% of the
        face
        amount of the Debentures plus all accrued and outstanding interest, as well
        as a
        right to repurchase all of the Debentures in the event of the consummation
        of a
        new financing in which the Company sells securities at a purchase price that
        is
        below the Conversion Price. The stockholders of All American have placed
        1,666,667 shares of Able common stock in escrow to satisfy the conversion
        of the
        $5,000,000 in outstanding Debentures in full should the Company’s Board approve
        the transfer of debt.
 
 Notes
        and Loans to All American
 The
        Company loaned All American $1,730,000 as evidenced by a promissory note
        dated
        July 27, 2005. As of December 31, 2006, this note is still outstanding with
        a
        maturity date of August 15, 2007. Interest income related to this note for
        the
        three and six months ended December 31, 2006 was $41,452 and $82,850
        respectively, and accrued interest receivable as of that date is
        $153,425 . The note
        and accrued interest receivable in the amount of $ 1,883,425 have been
        classified as contra-equity on the Company’s condensed consolidated balance
        sheet as of December 31, 2006.
 
 On
        May
        19, 2006, the Company entered into a letter of interest agreement with Manns
        Haggerskjold of North America, Ltd. ("Manns"), for a bridge loan to the Company
        in the amount of $35,000,000 and a possible loan in the amount of $1.5 million
        based upon the business combination with All American ("Manns Agreement").
        The
        terms of the letter of interest provided for the payment of a commitment
        fee of
        $750,000, which was non-refundable to cover the due-diligence cost incurred
        by
        Manns. On June 23, 2006, the Company advanced to Manns $125,000 toward the
        Manns
        Agreement due diligence fee. During the period from July
        7,
        2006 through November 17, 2006, the Company advanced an additional $590,000
        toward the Manns Agreement due dilige nce
        fee.
        Amounts outstanding relating to these advances as of December 31, 2006 were
        $715,000 and have been classified as contra-equity on the Company's condensed
        consolidated balance sheet. As of June 30, 2007, the $715,000 of advances
        remain
        outstanding.
 
 As
        a
        result of the Company receiving a Formal Order from the SEC on September
        22,
        2006, the Company and Manns agreed that the commitment to fund being sought
        under the Manns Agreement would be issued to All American, since the
        stockholders had approved an acquisition of All American by Able and since
        the
        collateral for the financing by Manns would be collateralized by real estate
        owned by All American. Accordingly, on September 22, 2006, All American agreed
        that in the event Manns funds a credit facility to All American rather than
        the
        Company, upon such funds being received by All American, it will immediately
        reimburse the Company for all expenses incurred and all fees paid to Manns
        in
        connection with the proposed credit facility from Manns to the Company. On
        or
        about February 2, 2007, All American received a term sheet from UBS Real
        Estate
        Investments, Inc. (“UBS”) requested by Manns as co-lender to All American. All
        American rejected the UBS offer as not consistent with the Manns’ commitment of
        September 14, 2006. All American subsequently demanded that Manns refund
        all
        fees paid to Manns by Able and All American. In order to enforce its rights
        in
        this regard All American has retained legal counsel. The Company and All
        American intend to pursue their remedies against Manns. All recoveries and
        fees
        and costs of the litigation will be allocated between the Company and All
        American in proportion to the amount of the Manns due diligence fees
        paid.
 
 On
        July
        5, 2006, the Company loaned $905,000 of the Laurus proceeds to All American
        (See
        Note 16). Interest income on the note for the three months and six months
        ended
        December 31, 2006
        was
        $24,284 and $47,600 respectively. The note
        and accrued interest of $938,881 have been classified as contra-equity on
        the
        Company's condensed consolidated balance sheet as of December 31,
        2006.
 
 In
        consideration for the loan, All American has granted the Company an option,
        ("the option") exercisable in the Company's sole discretion, to acquire 80%
        of
        the CCIG stock All American acquired from CCIG pursuant to a Share Exchange
        Agreement. In addition, in the event that the Company exercises the Option,
        80%
        of the outstanding principal amount of the All American note will be cancelled
        and shall be deemed fully paid and satisfied. The remaining principal balance
        of
        the All American note and all outstanding and accrued interest on the loan
        shall
        be due and payable one year from the exercise of the Option. The Option must
        be
        exercised in whole and not in part and the Option expires on July 5, 2008.
        In
        the event the Company does not exercise the Option, the All American note
        shall
        be due in two years, on July 6, 2008, unless the Company has issued a
        declaration of intent not to exercise the Option, in which case the All American
        note shall be due one year from such declaration. The Company has determined,
        that given the lack of liquidity in the shares of CCIG and the lack of
        information in regard to the financial condition of CCIG, that this option
        has
        no value and has not been recorded by the Company.
  20
  On
        August
        14, 2006, the Company loaned All American $600,000. On August 30, 2006, All
        American repaid the $600,000 plus interest in the amount of $2,684.
 
 Note
        Receivable - Related Party
 In
        connection with two loans entered into by the Company in May 2005, fees in
        the
        amount of $167,500 were paid to Unison Capital Corporation ("Unison"), a
        company
        controlled by Mr. Nocito, an officer of the Company. This individual also
        has a
        related-party interest in All American. Subsequent to the payments being
        made
        and based on discussions with Unison, it was determined the $167,500 was
        an
        inappropriate payment and Unison agreed to reimburse this amount to the Company
        over a twelve month period beginning in October 2005. As of December 31,
        2006,
        no payments have been made and this note is still outstanding. The maturity
        date
        of the note has been extended to August 15, 2007 and has been personally
        guaranteed by Mr. Nocito. Interest
        income related to this note for the three and six months ended December 31,
        2006
        was $2,533 and $5,066, respectively, and accrued interest receivable as of
        that
        date is $16,796. The
        note
        and accrued interest in the amount of $184,296 have been classified as
        contra-equity in the accompanying condensed consolidated balance sheet as
        of
        December 31, 2006.
 
 Note
        Payable Related Party
 On
        February 22, 2005, the Company borrowed $500,000 from Able Income Fund, LLC
        ("Able Income"), which is partially-owned by the Company's former CEO, Timothy
        Harrington. The note from Able Income bore interest at the rate of 14% per
        annum
        payable interest only in the amount of $5,833 per month with the principal
        balance and any accrued unpaid interest due and payable on May 22, 2005.
        The
        note was secured by a mortgage on property located in Warrensburg Industrial
        Park, Warrensburg, New York, owned by Able Energy New York, Inc. Able Income
        agreed to surrender the note representing this loan on October 14, 2005 in
        exchange for 57,604 shares of Able common stock (based on a conversion price
        equal to 80% of the average closing price of our common stock during the
        period
        October 3, 2005 to October 14, 2005). Interest expense related to the note
        payable paid to Able Income during the three and six months ended December
        31,
        2005 was $-0- and $17,500, respectively.
 
 Fuel
        Supply Contract
 In
        December 2006, the Company entered into a Fuel Purchase agreement with All
        American. Under the agreement, the Company pre-paid $350,000 to All American
        in
        exchange for fuel purchased pursuant to this agreement to be provided by
        All
        American at a $.05 per gallon discount from the Newark, New Jersey daily
        spot
        market price. All American has satisfied $52,941and $338,942 of its obligations
        under this agreement as of December 31, 2006 and June 30, 2007, respectively.
        The prepaid balance under the agreement at December 31, 2006 was $297,059
        and is
        included as receivable from a related party in the condensed consolidated
        balance sheet at December 31, 2006.
 
 Change
        in Officers Status
 On
        September 28, 2006, Gregory Frost, gave notice to the Board of Directors
        that he
        was taking an indefinite leave of absence as Chief Executive Officer of the
        Company and has resigned as Chairman of the Board. Mr. Christopher P. Westad,
        the acting Chief Financial Officer of the Company, was designated by the
        Board
        to serve as acting Chief Executive Officer. In connection with Mr. Westad's
        service as acting Chief Executive Officer, Mr. Westad stepped down, temporarily,
        as acting Chief Financial Officer. The Board designated Jeffrey S. Feld,
        the
        Company's Controller, as the acting Chief Financial Officer. Mr. Feld has
        been
        with the Company since September 1999. Mr. Frost resumed his duties as Chief
        Executive Officer effective May 24, 2007. Mr. Westad remains the President
        of
        the Company and Mr. Feld is continuing in his role as acting Chief Financial
        Officer.
 
 **Note
        20 - Product Information**
 
 The
        Company sells several types of products and provides services. The following
        are
        revenues by product groups and services for the three and six months ended
        December 31, 2006 and 2005.
 **Three
                    Months Ended**
                
                **Six
                    Months Months Ended****December
                    31,**
                
                **December
                    31,****2006**
                
                **2005**
                
                **2006**
                
                **2005**#
                    2
                    heating oil
                
                $
                13,744,041
                
                $
                15,419,934
                
                $
                19,851,312
                
                $
                21,230,872Gasoline,
                    diesel fuel,kerosene,
                    propane and lubricants
                
                
                4,683,600
                
                
                6,025,663
                
                
                10,795,320
                
                
                12,632,114Equipmentsales,
                    sevices and installation
                
                
                838,375
                
                
                1,009,825
                
                
                1,454,937
                
                
                1,725,541Net
                    Sales
                
                $
                19,266,016
                
                $
                22,455,422
                
                $
                32,101,569
                
                $
                35,588,527
 
 21
 **Note
        21 - Purchase of Horsham Franchise**
 
 On
        December 13, 2006, the Company purchased certain of the assets and assumed
        certain liabilities of its Horsham franchise from Able Oil Montgomery, Inc.,
        a
        non- related party, for $764,175. Able Oil Montgomery is a full service retail
        fuel oil and service company located in Horsham, Pennsylvania, which until
        this
        acquisition, was a franchise operation of the Company and an entity to whom
        the
        Company sold #2 heating oil.
 
 The
        purchase price allocation, as shown below, has not been finalized and represents
        management’s preliminary estimate.
 Description
                
                Fair
                    ValueCash
                
                $
                237,539HVAC
                    parts and tools
                
                
                28,000Furniture
                    and fixtures
                
                
                5,000Vehicles
                
                
                34,000Customer
                    list - fuel distribution
                
                
                500,000Customer
                    list - HVAC business
                
                
                197,175Customer
                    pre-purchase payments
                
                
                (237,539
                )Total
                
                $
                764,175The
                    purchase price was paid as follows:Down
                    payment
                
                $
                128,000Note
                    to seller
                
                
                345,615Off-set
                    of note receivable, accruedinterest
                    recievable and other receivable due from seller
                
                
                290,560Total
                
                $
                764,175
  The
        impact due to the purchase of the Horsham Franchise on the results of operations
        of the Company is immaterial, therefore no supplemental pro form information
        is
        included in the footnotes to these condensed consolidated financial
        statements.
 
 The
        customer lists are included in the intangible assets on the condensed
        consolidated balance sheet as of December 31, 2006 and are being amortized
        over
        a 15 year period (See Note 9).
 
 The
        purchase agreement called for a down payment by the Company of $128,000,
        a 5
        year, 7.0% per annum note in favor of the seller in the amount of $345,615
        and
        the offset of money owed by the seller to the buyer of $290,560. In addition,
        the seller paid to the Company $237,539 of monies collected in advance by
        Able
        Oil Montgomery relating to customer pre-purchase payments.
 
 In
        addition, Able entered into a consulting agreement with Drew Schmidt, the
        owner
        of Able Oil Montgomery Inc., to assist Able with the transition and on going
        development of the Horsham business. The term of this agreement was from
        December 13, 2006 to April 14, 2007 at a rate of $6,000 per month.
 
 **Note
        22 - Subsequent Events**
 
 Credit
        Card Receivable Financing
 On
        March
        20, 2007, the Company entered into a credit card receivable advance agreement
        with Credit Cash, LLC ("Credit Cash") whereby Credit Cash agreed to loan
        the
        Company $1.2 million. The loan is secured by the Company's existing and future
        credit card collections. Terms of the loan call for a repayment of $1,284,000,
        which includes the one-time finance charge of $84,000, over a seven-month
        period. This will be accomplished through Credit Cash withholding 18% of
        credit
        card collections of Able Oil Company and 10% of credit card collections of
        PriceEnergy.com, Inc. over the seven-month period beginning March 21, 2007.
        There are certain provisions in the agreement which allows Credit Cash to
        increase the withholding, if the amount withheld by Credit Cash over the
        seven-month period is not sufficient to satisfy the required repayment of
        $1,284,000.
  Capital
        Lease
 On
        September 8, 2006, the Company entered into a five year capital lease for
        five
        new oil delivery trucks for an aggregate purchase price of approximately
        $506,000. One truck was delivered and placed into service in December 2006,
        two
        in January 2007 and two in February 2007.
  Purchase
        Commitments
 The
        Company is obligated to purchase #2 heating oil under various contracts with
        its
        suppliers. Subsequent to December 31, 2006, the Company entered into additional
        contracts in the amount of approximately $3,299,000, through May
        2008.
 22
 
 **ITEM
        2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF
        OPERATIONS.**
 
 Statements
        in this Quarterly Report on Form 10-Q concerning the Company's outlook or
        future
        economic performance, anticipated profitability, gross billings, expenses
        or
        other financial items, and statements concerning assumptions made or exceptions
        to any future events, conditions, performance or other matters are "forward
        looking statements," as that term is defined under the Federal Securities
        Laws.
        Forward-looking statements are subject to risks, uncertainties, and other
        factors that would cause actual results to differ materially from those stated
        in such statements. Such risks, and uncertainties and factors include, but
        are
        not limited to: (i) changes in external competitive market factors or trends
        in
        the Company's results of operation; (ii) unanticipated working capital or
        other
        cash requirements and (iii) changes in the Company's business strategy or
        an
        inability to execute its competitive factors that may prevent the Company
        from
        competing successfully in the marketplace.
 
 **OVERVIEW**
 
 Able
        Energy Inc. ("Able") was incorporated in Delaware in 1997. Able Oil, a
        wholly-owned subsidiary of Able, was established in 1989 and sells both
        residential and commercial heating oil and complete HVAC service to its heating
        oil customers. Able Energy NY, a wholly-owned subsidiary of Able, sells
        residential and commercial heating oil, propane, diesel fuel, and kerosene
        to
        customers around the Warrensburg, NY area. Able Melbourne, a wholly-owned
        subsidiary of Able, was established in 1996 and sells various grades of diesel
        fuel around the Cape Canaveral, FL area. PriceEnergy.com, Inc., a majority
        owned
        subsidiary of Able, was established in 1999 and has developed an internet
        platform that has extended the Company's ability to sell and deliver liquid
        fuels and related energy products.
 
 Management's
        Discussion and Analysis of Financial Condition and Results of Operation contains
        forward-looking statements, which are based upon current expectations and
        involve a number of risks and uncertainties. In order for us to utilize the
        "safe harbor" provisions of the Private Securities Litigation Reform Act
        of
        1995, investors are hereby cautioned that these statements may be affected
        by
        the important factors, among others, set forth below, and consequently, actual
        operations and results may differ materially from those expressed in these
        forward-looking statements. The important factors include:
 
 §
              Commodity
                  Supply
 
 §
              Commodity
                  Pricing
 
 §
              Customers
                  Converting to Natural Gas
 
 §
              Alternative
                  Energy Sources
 
 §
              Winter
                  Temperature Variations (Degree
                  Days)
 
 §
              Customers
                  Moving Out of The Area
 
 §
              Legislative
                  Changes
 
 §
              The
                  Availability (Or Lack of) Acquisition
                  Candidates
 
 §
              The
                  Success of Our Risk Management
                  Activities
 
 §
              The
                  Effects of Competition
 
 §
              Changes
                  in Environmental Law
 
 §
              General
                  Economic, Market, or Business
                  Conditions
 
 We
        undertake no obligation to update or revise any such forward-looking
        statements.
  23
 
 **CRITICAL
        ACCOUNTING POLICIES**
 
 We
        consider the following policies to be the most critical in understanding
        the
        judgments involved in preparing the condensed consolidated financial statements
        and the uncertainties that could impact our results of operations, financial
        condition and cash flows.
 
 REVENUE
        RECOGNITION, UNEARNED REVENUE AND CUSTOMER PRE-PURCHASE PAYMENTS
 
 Sales
        of
        fuel and heating equipment are recognized at the time of delivery to the
        customer, and sales of equipment are recognized at the time of installation.
        Revenue from repairs and maintenance service is recognized upon completion
        of
        the service. Payments received from customers for heating equipment service
        contracts are deferred and amortized into income over the term of the respective
        service contracts, on a straight-line basis, which generally do not exceed
        one
        year. Payments received from customers for the pre-purchase of fuel is recorded
        as a current liability until the fuel is delivered to the customer, at which
        time it is recognized as revenue by the Company.
 
 DEPRECIATION,
        AMORTIZATION AND IMPAIRMENT OF LONG-LIVED ASSETS
 
 We
        calculate our depreciation and amortization based on estimated useful lives
        and
        salvage values of our assets. When assets are put into service, we make
        estimates with respect to useful lives that we believe are reasonable. However,
        subsequent events could cause us to change our estimates, thus impacting
        the
        future calculation of depreciation and amortization.
 
 Additionally,
        we assess our long-lived assets for possible impairment whenever events or
        changes in circumstances indicate that the carrying value of the assets may
        not
        be recoverable. Such indicators include changes in our business plans, a
        change
        in the extent or manner in which a long-lived asset is being used or in its
        physical condition, or a current expectation that, more likely than not,
        a
        long-lived asset that will be sold or otherwise disposed of significantly
        before
        the end of its previously estimated useful life. If the carrying value of
        an
        asset exceeds the future undiscounted cash flows expected from the asset,
        an
        impairment charge would be recorded for the excess of the carrying value
        of the
        asset over its fair value. Determination as to whether and how much an asset
        is
        impaired would necessarily involve numerous management estimates. Any impairment
        reviews and calculations would be based on assumptions
 that
        are
        consistent with our business plans and long-term investment
        decisions.
 
 ALLOWANCE
        FOR DOUBTFUL ACCOUNTS
 
 We
        routinely review our receivable balances to identify past due amounts and
        analyze the reasons such amounts have not been collected. In many instances,
        such uncollected amounts involve billing delays and discrepancies or disputes
        as
        to the appropriate price or volumes of oil delivered, received or exchanged.
        We
        also attempt to monitor changes in the creditworthiness of our customers
        as
        a
 result
        of
        developments related to each customer, the industry as a whole, and the general
        economy. Based on these analyses, we have established an allowance for doubtful
        accounts that we consider to be adequate, however, there is no assurance
        that
        actual amounts will not vary significantly from estimated amounts.
 
 INCOME
        TAXES
 
 As
        part
        of the process of preparing consolidated financial statements, the Company
        is
        required to estimate income taxes in each of the jurisdictions in which it
        operates. Significant judgment is required in determining the income tax
        expense
        provision. The Company recognizes deferred tax assets and liabilities based
        on
        differences between the financial reporting and tax bases of assets and
        liabilities using the enacted tax rates and laws that are expected to be
        in
        effect when the differences are expected to be recovered. The Company assesses
        the likelihood of our deferred tax assets being recovered from future taxable
        income. The Company then provides a valuation allowance for deferred tax
        assets
        when the Company does not consider realization of such assets to be more
        likely
        than not. The Company considers future taxable income and ongoing prudent
        and
        feasible tax planning strategies in assessing the valuation allowance. Any
        decrease in the valuation allowance could have a material impact on net income
        in the year in which such determination is made.
 
 RECENT
        ACCOUNTING PRONOUNCEMENTS
 
 In
        June
        2005, the Financial Accounting Standards Board (FASB) published Statement
        of
        Financial Accounting Standards No. 154, “Accounting Changes and Error
        Corrections” (“SFAS 154”). SFAS 154 establishes new standards on accounting for
        changes in accounting principles. Pursuant to the new rules, all such changes
        must be accounted for by retrospective application to the financial statements
        of prior periods unless it is impracticable to do so. SFAS 154 completely
        replaces Accounting Principles Bulletin No. 20 and SFAS 3, though it carries
        forward the guidance in those pronouncements with respect to accounting for
        changes in estimates, changes in the reporting entity, and the correction
        of
        errors. The requirements in SFAS 154 are effective for accounting changes
        made
        in fiscal years beginning after December 15, 2005. The Company will apply
        these
        requirements to any accounting changes after the implementation date. The
        application of this pronouncement did not have an impact on the Company's
        condensed consolidated financial position, results of operations, or cash
        flows.
  24
 
 EITF
        Issue No. 05-4 “The Effect of a Liquidated Damages Clause on a Freestanding
        Financial Instrument Subject to EITF Issue No. 00-19, `Accounting for Derivative
        Financial Instruments Indexed to, and Potentially Settled in, a Company's
        Own
        Stock” (“EITF No. 05-4”) addresses financial instruments, such as stock purchase
        warrants, which are accounted for under EITF 00-19 that may be issued at
        the
        same time and in contemplation of a registration rights agreement that includes
        a liquidated damages clause. The consensus of EITF No. 05-4 has not been
        finalized. In July and August 2006, the Company entered into two private
        placement agreements for convertible debentures and a note payable, a
        registration rights agreement and issued warrants in connection with the
        private
        placement (See Note 16). Based on the interpretive guidance in EITF Issue
        No.
        05-4, view C, since the registration rights agreement includes provisions
        for
        uncapped liquidated damages, the Company determined that the registration
        rights
        is a derivative liability.
 
 In
        February 2006, the FASB issued SFAS No. 155 - Accounting for Certain Hybrid
        Financial Instruments, which eliminates the exemption from applying SFAS
        133 to
        interests in securitized financial assets so that similar instruments are
        accounted for similarly regardless of the form of the instruments. SFAS 155
        also
        allows the election of fair value measurement at acquisition, at issuance,
        or
 when
        a
        previously recognized financial instrument is subject to a remeasurement
        event.
        Adoption is effective for all financial instruments acquired or issued after
        the
        beginning of the first fiscal year that begins after September 15, 2006.
        Early
        adoption is permitted. The adoption of SFAS 155 is not expected to have a
        material effect on the Company's consolidated financial position, results
        of
        operations or cash flows.
 
 In
        July
        2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
        in
        Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"), which
        clarifies the accounting for uncertainty in tax positions. This interpretation
        requires that the Company recognize in its consolidated financial statements,
        the impact of a tax position, if that position is more likely than not of
        being
        sustained on audit, based on the technical merits of the position. The
        provisions of FIN 48 are effective as of July 1, 2007, with the cumulative
        effect of the change in accounting principle recorded as an adjustment to
        opening retained earnings. The Company is currently evaluating the impact
        of
        adopting FIN 48 on its consolidated financial statements.
 
 In
        September 2006, the FASB issued SFAS No.157, "Fair Value Measurements", which
        defines fair value, establishes a framework for measuring fair value in United
        States generally accepted accounting principles, and expands disclosures
        about
        fair value measurements. Adoption is required for fiscal years beginning
        after
        November 15, 2007, and interim periods within those fiscal years. Early adoption
        of SFAS 157 is encouraged. The Company is currently evaluating the impact
        of
        SFAS 157 and the Company will adopt SFAS 157 in the fiscal year beginning
        July
        1, 2008.
 
 In
        September 2006, the staff of the Securities and Exchange Commission (“SEC”)
        issued Staff Accounting Bulletin ("SAB") No. 108, which provides interpretive
        guidance on how the effects of the carryover or reversal of prior year
        misstatements should be considered in quantifying a current year misstatement.
        SAB 108 becomes effective in fiscal 2007. Adoption of SAB 108 did not have
        a
        material impact on the Company's condensed consolidated financial position,
        results of operations or cash flows.
 
 In
        December 2006, the FASB issued FASB Staff Position ("FSP") EITF 00-19-2
        "Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2") which
        specifies that the contingent obligation to make future payments or otherwise
        transfer consideration under a registration payment arrangement should be
        separately recognized and measured in accordance with SFAS No. 5, "Accounting
        for Contingencies." Adoption of FSP EITF 00-19-02 is required for fiscal
        years
        beginning after December 15, 2006, and is not
        expected to have a material impact on the Company's condensed consolidated
        financial position, results of operations or cash flows.
 
 In
        February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for Financial
        Assets and Financial Liabilities - Including an amendment of FASB Statement
        No.
        115", which permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. The fair value option established by this
        Statement permits all entities to choose to measure eligible items at fair
        value
        at specified election dates. A business entity shall report unrealized gains
        and
        losses on items for which the fair value option has been elected in earnings
        at
        each subsequent reporting date. Adoption is required for fiscal years beginning
        after November 15, 2007. Early adoption is permitted as of the beginning
        of a
        fiscal year that begins on or before November 15, 2007, provided the entity
        also
        elects to apply the provisions of SFAS Statement No. 157, Fair Value
        Measurements. The Company is currently evaluating the expected effect of
        SFAS
        159 on its condensed consolidated financial statements and is currently not
        yet
        in a position to determine such effects.
 
 25
  **RESULTS
        OF OPERATIONS**
  **Three
        Months Ended December 31, 2006 Compared To Three Months Ended December 31,
        2005**
 
 Revenue
        for the three months ended December 31, 2006 decreased approximately $3.2
        million or 14.2% compared to the three months ended December 31, 2005. This
        decrease can be attributed primarily to a drop in #2 Heating Oil gallons
        sold
        due to the unusual warm weather and a decrease in our commercial
        sales.
 
 Gross
        profit for the three months ended December 31, 2006 decreased approximately
        $673,000 or 28%. The decrease in gross profit was due to the drop in sales
        noted
        above and a decrease in gross margin percentage from 10.6% to 8.9%. The decrease
        in profit margin is a result of an approximate $460,000 loss incurred on
        #2
        Heating oil futures contracts.
 
 Selling,
        general and administrative expenses for the three months ended December 31,
        2006
        increased by approximately $261,000 or 10.4% compared to the three months
        ended
        December 31, 2005. The Company attributes this change primarily to an increase
        in professional fees of approximately $220,000 related to SEC filings.
 
 Depreciation
        and amortization expense for the three months ended December 31, 2006 decreased
        by approximately $7,000 or 5% compared to the three months ended December
        31,
        2005. This decrease was primarily related to a reduction in depreciation
        on
        machinery and equipment.
 
 Operating
        loss for the three months ended December 31, 2006 was approximately $1,010,000
        compared to operating loss of approximately $119,000 for the three months
        ended
        December 31, 2005. The net increase in the operating loss for the current
        period
        of approximately $900,000 was primarily related to the drop in gross profit
        of
        approximately $673,000 and the increase in selling, general and administrative
        expenses $261,000.
 
 Other
        expenses - net decreased to a net expense of approximately $452,000 for the
        three months ended December 31, 2006 from approximately $1.7 million in the
        three months ended December 31, 2005. The decrease in other expenses - net
        is
        primarily related to a decrease in the amortization of debt discounts on
        convertible debenture and notes payable of $933,000, a decrease in amortization
        of deferred finance fees of $179,000, a decrease in note conversion expense
        of
        $125,000, an increase in interest and other income of $127,000, increase
        in
        interest income related parties of $57,000, offset by an increase in
        registration rights penalty of approximately $165,000.
 
 Net
        loss
        for the three months ended December 31, 2006 was approximately $1.5 million
        compared to a net loss of approximately $1.8 million for the three months
        ended
        December 31, 2005. The results are directly related to a decrease in gross
        margin of $673,000, increase in selling, general and administrative expenses
        of
        $261,000, offset by a reduction in other expenses - net of $1.2 million
        .
 
 **Six
        Months Ended December 31, 2006 Compared To Six Months Ended December 31,
        2005**
 
 Revenue
        for the six months ended December 31, 2006 decreased approximately $3.5 million
        or 9.8% over the six months ended December 31, 2005. This decrease can be
        attributed primarily to a drop in #2 Heating Oil gallons sold due to the
        unusual
        warm weather and a decrease in our commercial sales.
 
 Gross
        profit decreased $603,000 or 17.1% for the six months ended December 31,
        2006
        compared to the prior period. The decrease in gross profit was due to the
        drop
        in sales noted above and a decrease in gross margin percentage from 9.9%
        to
        9.1%. The decrease in gross margin is primarily a result of an approximately
        $526,000 loss incurred on #2 heating oil futures contracts.
 
 Selling,
        general and administrative expenses for the six months ended December 31,
        2006
        increased by approximately $654,000 or 15.5% compared to the six months ended
        December 31, 2005. The Company attributes this increase primarily to an increase
        in professional fees of approximately $667,000 related to SEC filings.
 
 Depreciation
        and amortization expense for the six months ended December 31, 2006 decreased
        by
        approximately $108,000 or 25% compared to the six months ended December 31,
        2005. This decrease was primarily related to a decrease in depreciation of
        machinery and equipment and decrease in the amortization of website development
        costs.
 
 Operating
        loss for the six months ended December 31, 2006 was approximately $2.3 million
        compared to approximately $1.1 million for the six months ended December
        31,
        2005. The net increase in the operating loss for the period was directly
        related
        to a drop in sales volume of approximately $3.5 million, a decrease in gross
        margin primarily resulting from losses on futures contracts of approximately
        $526,000, and an increase in selling, general and administrative expenses
        related to professional fees of approximately $667,000.
  26
 
 Other
        expenses - net decreased to a net expense of approximately $826,000 in the
        six
        months ended December 31, 2006 from approximately $2.1 million in the six
        months
        ended December 31, 2005. The change is primarily related to a decrease in
        amortization of debt discounts on convertible debentures and notes payable
        of $1
        million, a decrease in amortization of deferred financing fees of approximately
        $192,000, a decrease in note conversion expense of $125,000 and an increase
        in
        interest income of $248,000 offset by an increase in registration rights
        penalty
        of $366,000.
 
 Net
        loss
        of approximately $3.1 million for the six months ended December 31, 2006
        was
        comparable to a net loss of $3.3 million in the six months ended December
        31,
        2005. The impact of a decrease in gross margin of $603,000 and increase in
        selling, general and administrative expenses of $654,000 was substantial
        offset
        by a reduction in depreciation and amortization expense and a reduction in
        the
        amortization of debt discounts on convertible securities and notes payable
        and
        deferred finance fees of approximately $1,315,000 and decrease in note
        conversion expenses of $125,000 offset by an increase in registration rights
        penalty of $366,000.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 During
        the three and six months ended December 31, 2006, we incurred a net loss
        of
        approximately $1.5 million and $3 million respectively, used cash in operations
        of approximately $1.4 million for the six month period and had a working
        capital
        deficiency of approximately $3.3 million at December 31, 2006. Our principal
        sources of working capital have been the proceeds from public and private
        placements of securities, primarily consisting of convertible debentures
        and
        notes payable. There were no financings consummated during the three months
        ended December 31, 2006. During the six months ended December 31, 2006, the
        Company has secured financings of approximately
        $3 million from the
        proceeds of convertible debentures and a note payable and approximately $55,000
        in proceeds from option exercises. Other than for the day - to - day
        operations of the Company, approximately
        $2.3 million was
        expended for loans, investments and hedging transactions
        for the six months ended December 31, 2006.
 
 We
        had a
        working capital deficiency of approximately $3.3 million at December 31,
        2006
        compared to a working capital deficiency of approximately $432,000 at June
        30,
        2006. The working capital decrease of approximately $2.9 million was primarily
        due to an increase in customer pre - purchase payment liability of approximately
        $2.1 million, unrealized loss on futures contracts of approximately $383,000,
        a
        decrease in cash of approximately $900,000 offset by an increase in inventories
        of approximately $1.45 million.
 
 As
        of
        June 30, 2007, the Company had a cash balance of approximately $643,000,
        $865,000 of available borrowings through its credit line facility and
        approximately $2 million in obligations for funds received in advance under
        the
        pre-purchase fuel program. In order to meet our liquidity requirements, the
        Company is negotiating a second mortgage on our oil terminal located on Route
        46
        in Rockaway, New Jersey, through which the Company believes it may borrow
        an
        additional funds.
 
 On
        May
        30, 2007, the Company completed its previously announced business combination
        between All American Plazas, Inc. (“All American”) and the Company whereby the
        Company in exchange for an aggregate of 11,666,667 shares of the Company’s
        restricted common stock purchased the operating businesses of eleven truck
        stop
        plazas owned and operated by All American. The acquisition included all assets
        comprising the eleven truck plazas other than the underlying real estate
        and the
        buildings thereon. Information related to assets acquired and liabilities
        assumed has not been finalized as of the date of this filing. Accordingly,
        the
        effect of the acquisition on the liquidity of the Company is not readily
        determinable. However, the Company anticipates that the business combination
        will result in greater net revenue and reduce overall operational expenses
        by
        consolidating positions and overlapping expenses. The Company also expects
        that
        the combination will result in the expansion of the Company’s home heating
        business by utilizing certain of the truck plazas as additional distribution
        points for the sale of the Company’s products. Additionally, the Company expects
        that the business combination will lessen the impact on seasonality on the
        Company’s cash flow since the combined Company will generate year-around
        revenues. The Company also plans to utilize certain of the truck plazas for
        the
        construction of bio-diesel producing facilities and the distribution of those
        fuels which should further increase the Company’s revenues.
 
 In
        order
        to conserve its capital resources, the Company will continue to issue, from
        time
        to time, common stock and stock options to compensate employees and
        non-employees for services rendered. The Company is also focusing on its
        core business by expanding distribution programs and new customer relationships
        to increase demand for its products. In addition, the Company is pursuing
        other
        lines of business, which include expansion of its current commercial business
        into other products and services such as bio-diesel, solar energy and other
        energy related home services. The Company is also evaluating all of its product
        lines for cost reductions, consolidation of facilities and efficiency
        improvements.
 
 On
        July
        5, 2006, the Company closed a Securities Purchase Agreement entered into
        on June
        30, 2006 whereby it sold a $1,000,000 convertible term note to Laurus Master
        Fund, Ltd. ("Laurus"). The Company paid fees of $49,000 to Laurus and received
        net proceeds of $951,000, of which $905,000 was advanced in the form of a
        note
        to All American. The Company incurred escrow fees of $1,500, which in the
        aggregate will be capitalized as deferred financing costs and amortized on
        a
        straight-line basis over the three year term of the convertible term note.
        The
        Company will pay interest on the note monthly in arrears commencing on August
        1,
        2006 at a rate equal to the prime rate published in the Wall Street Journal
        plus
        two percent (2.0%), calculated as of the last business day of the calendar
        month. Amortizing payments of the principal amount of the note shall be made
        by
        the Company commencing on June 30, 2007 and on the first business day of
        each
        succeeding month thereafter in the amount of $27,778 through the maturity
        date
        of the note on June 30, 2009.
  27
  The
        note
        is convertible at the option of Laurus into shares of the Company's common
        stock, at an initial fixed conversion price of $6.50 per share. The conversion
        rate of the note is subject to certain adjustments and limitations as set
        forth
        in the note. In connection with Laurus' purchase of the note, the Company
        granted Laurus a warrant exercisable through June 30, 2011 to purchase 160,000
        shares of the Company's common stock at a price of $5.57 per share, subject
        to
        the adjustments and limitations set forth in the warrant.
 
 
 The
        Company agreed that within sixty days from the date of issuance of the note
        (September 3, 2006) and warrant that it would file a registration statement
        with
        the SEC covering the resale of the shares of the Company's stock issuable
        upon
        conversion of the note and the exercise of the warrant. This registration
        statement would also cover any additional shares of stock issuable to Laurus
        as
        a result of any adjustment to the fixed conversion price of the note or the
        exercise price of the warrant. As of June 30, 2007, the Company is not able
        to
        file a registration statement and Laurus has not yet waived its rights under
        this agreement. . As a result of its failure to comply with the registration
        rights provision, the Company has included all the amounts due for the
        convertible term note as a current liability in the condensed consolidated
        balance sheet as of December 31,2006. There are no stipulated liquidated
        damages
        outlined in the Registration Rights Agreement. Under the agreement, the holder
        is entitled to exercise all rights granted by law , including recovery of
        damages, and will be entitled to specific performance of its rights under
        this
        agreement. Mr. Frank Nocito, an officer and a stockholder and Mr. Stephen
        Chalk,
        a director have each provided a personal guarantee, of up to $425,000 each,
        in
        connection with this financing.
 
 The
        Company's obligations to Laurus under the Securities Purchase Agreement,
        the
        convertible term note and other related agreements are guaranteed by the
        following subsidiaries of the Company: Able Oil Co.; Able Propane Co, LLC;
        Able
        Energy New York, Inc.; Able Oil Melbourne, Inc.; Able Energy Terminal, Inc.;
        Priceenergy.com, Inc.; and, Priceenergy.com Franchising, LLC.
 
 As
        discussed above, on July 5, 2006, the Company loaned to All American the
        sum of
        $905,000 from the $1 million the Company received for the sale of the
        convertible term note to Laurus. All American subsequently loaned the $905,000
        received from Able to CCI Group, Inc (“CCIG”, a 70% owned subsidiary of all
        American), who utilized such funds toward the development and operation of
        a
        project operated by CCIG's subsidiary, Beach Properties Barbuda Limited
        ("BPBL”).
 
 On
        January 10, 2007, the Company received from Laurus a notice of a claim of
        default. Laurus claimed default under section 4.1(a) of the Term Note as
        a
        result of non-payment of interest and fees in the amount of $8,826 that were
        due
        on January 5, 2007, and a default under sections 6.17 and 6.18 of the Securities
        Purchase Agreement for "failure to use best efforts” (i) to cause CCIG to
        provide Laurus on an ongoing basis with evidence that any and all obligations
        in
        respect of accounts payable of the project operated by BPBL, have been met;
        and
        (ii) cause CCIG to provide within 15 days after the end of each calendar
        month,
        unaudited/internal financial statements (balance sheet, statements of income
        and
        cash flow) of the Beach House and evidence that BPBL and the Beach House
        are
        current in all of their ongoing operational needs. In connection with the
        claim
        of default, Laurus claimed an acceleration of maturity of the principal amount
        of the note of $1,000,000 and approximately $154,000 default payment ("Default
        Payment") as well as accrued interest and fees of approximately
        $12,000.
 
 The
        aforementioned interest and fees were paid by the Company on January 11,
        2007.
        Further, the Company attempted to cause CCIG to provide reports and information
        to Laurus as provided for in the Securities Purchase Agreement. On March
        7,
        2007, Laurus notified the Company that it waived the event of default and
        that
        Laurus had waived the requirement for the Company to make the default payment.
        CCIG has informed the Company that they have initiated a legal proceeding
        in
        Antigua against Laurus. Among the subjects of that proceeding are the “validity
        and enforceability” of agreements that the holder is now seeking to have the
        Company attempt to have CCIG comply with. Further, the pending proceeding
        is “a
        material intervening event that now supersedes the Company's attempt as to
        these
        obligations”, since the matter has been submitted to the courts.
 
 Moreover,
        the court in that legal proceeding has issued a temporary restraining order
        precluding the holder from enforcing its remedies under those agreements
        with
        CCIG and its subsidiaries. Although the Company is not a party to the proceeding
        and not specifically bound by the temporary restraining order, it is the
        Company's position that it should not take any action with regard to the
        agreements between Laurus and CCIG while the proceeding is pending and the
        temporary restraining order is in effect.
 
 On
        August
        8, 2006, the Company issued $2,000,000 of convertible debentures to certain
        investors which are due on August 8, 2008. The convertible debentures are
        convertible into shares of the Company's common stock at a conversion price
        of
        $6.00 per share, which was the market value of the Company's common stock
        on the
        date of issuance. The Company received net proceeds of $1,820,000 and incurred
        expenses of legal fees of $40,000 and broker fees of $140,000 in connection
        with
        this financing that will be charged to deferred issuance costs and amortized
        on
        a straight-line basis over the two year term of the convertible debenture.
        The
        debentures bear interest at the greater of either LIBOR (5.4% at December
        31,
        2006) plus 6.0%, or 12.5%, per annum, and such interest is payable quarterly
        to
        the holder either in cash or in additional convertible debentures.
 
 The
        investors also were issued 333,333, 166,667 and 172,667 five-year warrants
        to
        purchase additional shares of the Company's common stock at $4.00, $6.00
        and
        $7.00 per share, respectively.
 
 On
        May
        30, 2007, upon consummation by the Company of the business combination
        transaction with All American, the Company may redeem the convertible debentures
        at a price of 120% of the face amount, plus any accrued but unpaid interest
        and
        any unpaid liquidated damages or under certain conditions, the Company may
        redeem the amount at 120% of the face amount in cash, or redeem through the
        issuance of shares of common stock at the lower of the existing conversion
        price
        or 90% of the volume weighted average price, as stipulated in the
        agreement.
  28
  At
        any
        time, the holder may convert the convertible debenture into shares of common
        stock at a conversion price of $6.00 per share, or into 333,333 shares of
        common
        stock which represents a conversion at the face value of the convertible
        debenture. These warrants were valued at $3,143,000, using the Black-Scholes
        model, applying an interest rate of 4.85%, volatility of 98.4% dividends
        of 0%
        and a term of five years. The Company has recorded a debt discount related
        to
        the value of the beneficial conversion feature of the convertible term note
        of
        $778,000 which is amortizable on the interest method over the two year term
        of
        the debenture. In accordance with EITF 98-5, "Accounting for Convertible
        Securities with Beneficial Conversion Features or Contingently Adjustable
        Conversion Ratios" ("EITF 98-5") and EITF 00-27, "Application of Issue No.
        98-5
        to Certain Convertible Instruments" ("EITF 00-27"), on a relative fair value
        basis, the warrants were recorded at a value of approximately $1,222,000.
        The
        conversion feature, utilizing an effective conversion price and market price
        of
        the common stock on the date of issuance of $2.00 and $6.00, per share,
        respectively, were valued at approximately $1,333,000 which was then limited
        to
        $778,000, the remaining undiscounted value of the proceeds from the convertible
        term note. Accordingly, the Company has recorded a debt discount related
        to the
        warrants of $1,222,000, the beneficial conversion feature of the convertible
        term note of $778,000 and for issuance costs of $140,000, which amounts are
        amortizable utilizing the interest method over the two year term of the
        convertible term note. The amortization of debt discounts related to the
        convertible debentures for the three and six months ended December 31, 2006
        was
        $174,078 and $274,361 respectively. The amortization of deferred financing
        costs
        related to the convertible debentures for the three and six months ended
        December 31, 2006 was $15,649 and $24,665 respectively.
 
 The
        Company had agreed to file a registration statement within forty-five days
        which
        was September 22, 2006, covering the resale of the shares of common stock
        underlying the convertible debentures and warrants issued to the investors,
        and
        by October 15, 2006, to have such registration statement declared effective.
        The
        registration rights agreement with the investors provides for partial liquidated
        damages in the case that these registration requirements are not met. From
        the
        date of violation, the Company is obligated to pay liquidated damages of
        2.0%
        per month of the outstanding amount of the convertible debentures, up to
        a total
        obligation of 24.0% of such obligation. The Company has not yet filed a
        registration statement regarding these securities. Accordingly, through June
        30,
        2007, the Company has incurred a liquidated damages obligation of approximately
        $440,000, none of which has been paid. The Company is obligated to pay 18.0%
        interest per annum on any liquidated damages amount not paid in full within
        7
        (seven) days. As of June 30, 2007, the Company is not able to file a
        registration statement and the holder has not yet waived its rights under
        this
        agreement. However, the Company, as of June 30, 2007, has not received a
        notice
        of default regarding these matters. EITF 05-04, The Effect of a Liquidated
        Damages Clause on a Freestanding Financial Instrument Subject to EITF Issue
        No.00-19, "Accounting for Derivative Financial Instruments Indexed to, and
        Potentially Settled in, a Company's Own Stock" ("EITF 05-4"), view (C) allows
        Able to account for the value of the warrants as equity and separately record
        the fair value of the registration right as a derivative liability. Accordingly,
        in determining whether the transaction was recorded properly, Able followed
        view
        (C) to measure the amount of the registration rights derivative liability.
        Unless these liquidated damages are cured, the incurred liquidated damages
        and
        an estimate of future amount will be accounted for as a derivative liability
        by
        the Company.
 
 The
        obligations of the Company in this financing transaction are secured by a
        first
        mortgage on certain property owned by the Company in Warrensburg, New York,
        a
        pledge of certain rights the Company has in securities of CCIG, guarantees
        by
        the Company's subsidiaries and liens on certain other property.
 
 On
        September 8, 2006, the Company entered into a five year lease, treated as
        a
        capital lease, for five new oil delivery trucks, that were delivered during
        December 2006, for an aggregate purchase price of approximately
        $506,000.
 
 On
        December 13, 2006, the Company purchased the assets of its Horsham franchise
        from Able Oil Montgomery, Inc., a non- related party, for $764,175. Able
        Oil
        Montgomery is a full service retail fuel oil and service company located
        in
        Horsham, Pennsylvania. Pursuant to the agreement, the Company paid cash at
        closing of $128,000, issued a 5 year note payable bearing interest at a rate
        of
        7% per annum in the amount of $345,615 and forgave an amount of $290,560
        due
        from the seller to the Company. In addition, the seller paid to the Company
        $237,359 for monies collected in advance by Able Oil Montgomery from its
        customers.
 
 On
        March
        20, 2007, the Company entered into a credit card receivable advance agreement
        with Credit Cash, LLC ("Credit Cash") whereby Credit Cash agreed to loan
        the
        Company $1.2 million. The loan is secured by the Company's existing and future
        credit card collections. Terms of the loan call for a repayment of $1,284,000,
        which includes the one - time finance charge of $84,000, over a seven-month
        period. This will be accomplished through Credit Cash withholding 18% of
        Credit
        Card collections of Able Oil Company and 10% of Credit Card collections of
        PriceEnergy.com, Inc. over the seven-month period beginning March 21, 2007.
        There are certain provisions in the agreement which allows Credit Case to
        increase the withholding, if the amount withheld by Credit Case over the
        seven-month period is not sufficient to satisfy the required repayment of
        $1,284,000.
 
 Our
        net
        loss for the three and six months ended December 31, 2006 was approximately
        $1,462,000 and $3,102,000 respectively, including non-cash charges totaling
        approximately $622,000 and $1,022,000 respectively. The Company has been
        funding
        its operations through an asset-based line of credit, the issuance of
        convertible debentures and notes payable and the proceeds from the exercise
        of
        options and warrants. The Company will need some combination of the collection
        of All American notes receivable, new financing, restructuring of existing
        financing, improved receivable collections and/or improved operating results
        in
        order to maintain adequate liquidity over the course of this 2007 fiscal
        year.
  29
 
 The
        Company is pursuing other lines of business, which include expansion of its
        current commercial business into other products and services such as bio-diesel,
        solar energy, and other energy related home services. The Company is also
        evaluating all of its business segments for cost reductions, consolidation
        of
        facilities and efficiency improvements. There can be no assurance that we
        will
        be successful in our efforts to enhance our liquidity situation.
 
 The
        Company has incurred a net loss during the year ended June 30, 2006 of
        approximately, $6,242,000. Net cash used in operations during the year ended
        June 30, 2006 was approximately $1,712,000. During
        the three and six months ended December 31, 2006, we incurred a net loss
        of
        approximately $1.5 million and $3.1 million respectively and used cash in
        operations of approximately $1.4 million during the six months ended December
        31, 2006. These
        factors raise substantial doubt about the Company's ability to continue as
        a
        going concern. These condensed consolidated financial statements do not include
        any adjustments relating to the recoverability of the recorded assets or
        the
        classification of the liabilities that may be necessary should the Company
        be
        unable to continue as a going concern.
 
 On
        June
        1, 2005, All American completed a financing that may impact the Company.
        Pursuant to the terms of the Securities Purchase Agreement (the "Agreement")
        among All American and certain purchasers ("Purchasers"), the Purchasers
        loaned
        All American an aggregate of $5,000,000, evidenced by secured debentures
        dated
        June 1, 2005 (the "Debentures"). The Debentures were due and payable on June
        1,
        2007, subject to the occurrence of an event of default, with interest payable
        at
        the rate per annum equal to LIBOR for the applicable interest period, plus
        4%
        payable on a quarterly basis on April 1st, July 1st, October 1st and January
        1st, beginning on the first such date after the date of issuance of the
        Debentures. As of June 30, 2007, the Company's Board has not approved the
        transfer of the debt that would also require the transfer of additional assets
        from All American as consideration for the Company to assume the debt. Should
        the Company’s Board approve the transfer of the debt, the Debentures will be
        convertible into shares of the Company's common stock at a conversion rate
        of
        the lesser of (i) the purchase price paid by the Company for each share of
        All
        American common stock in the acquisition, or (ii) $3.00, subject to further
        adjustment as set forth in the agreement.
 
 The
        loan
        is secured by real estate property owned by All American in Pennsylvania
        and New
        Hampshire. Pursuant to the Agreement, these Debentures are in default, as
        All
        American did not complete the merger with the Company prior to the expiration
        of
        the 12-month anniversary of the Agreement. Pursuant to the Additional Investment
        Right Agreement (the "AIR Agreement") among All American and the Purchasers,
        the
        Purchasers may loan All American up to an additional $5,000,000 of secured
        convertible debentures on the same terms and conditions as the initial
        $5,000,000 loan, except that the conversion price will be $4.00.
 
 If
        the
        Company assumes the obligations of All American under the Agreement, the
        Debentures and the AIR Agreement through the execution of a Securities
        Assumption, Amendment and Issuance Agreement, Registration Rights Agreement,
        Common Stock Purchase Warrant Agreement and Variable Rate Secured Convertible
        Debenture Agreement, each between the Purchasers and the Company (the "Able
        Energy Transaction Documents"). Such documents provide that All American
        shall
        cause the real estate collateral to continue to secure the loan, until the
        earlier of full repayment of the loan upon expiration of the Debentures or
        conversion by the Purchasers of the Debentures into shares of the Company's
        common stock at a conversion rate of the lesser of (i) the purchase price
        paid
        by the Company for each share of All American common stock in the acquisition,
        or (ii) $3.00, (the "Conversion Price"), subject to further adjustment as
        set
        forth in the Able Energy Transaction Documents. However, the Conversion Price
        with respect to the AIR Agreement shall be $4.00. In addition, the Purchasers
        shall have the right to receive five-year warrants to purchase 2,500,000
        of the
        Company's common stock at an exercise price of $3.75 per share.
 
 In
        the
        event the Company’s Board of Directors does approve the transfer of debt and
        pursuant to the Able Energy Transaction Documents, the Company shall also
        have
        an optional redemption right (which right shall be mandatory upon the occurrence
        of an event of default) to repurchase all of the Debentures for 125% of the
        face
        amount of the Debentures plus all accrued and outstanding interest, as well
        as a
        right to repurchase all of the Debentures in the event of the consummation
        of a
        new financing in which the Company sells securities at a purchase price that
        is
        below the Conversion Price. The stockholders of All American have placed
        1,666,667 shares of Able common stock in escrow shares to satisfy the conversion
        of the $5,000,000 in outstanding Debentures in full should the Company’s Board
        approve the transfer of the debt.
 
 On
        May
        19, 2006, the Company entered into a letter of interest agreement with Manns
        Haggerskjold of North
        American, Ltd. ("Manns"), for a bridge loan to the Company in the amount
        of
        $35,000,000 and a possible loan in the amount of $1.5 million based upon
        the
        business combination with All American ("Manns Agreement"). The terms of
        the
        letter of interest provided for the payment of a commitment fee of $750,000,
        which was non-refundable to cover the due-diligence cost incurred by Manns.
        On
        June 23, 2006, the Company advanced to Manns $125,000 toward the Manns Agreement
        due diligence fee. During the period July
        7,
        2006 through November 17, 2006, the Company advanced an additional $590,000
        toward the Manns Agreement due dilige nce
        fee.
        Amounts out standing relating to these advances as of December 31, 2006 were
        $540,000 and have been classified as contra-equity on the Company's condensed
        consolidated balance sheet as of December 31, 2006. As of June 30, 2007,
        the
        $715,000 of advances remain outstanding.
  30
  As
        a
        result of the Company receiving a Formal Order of Investigation from the
        SEC on
        September 22, 2006, the Company and Manns agreed that the commitment to fund
        being sought under the Manns Agreement would be issued to All American, since
        the stockholders had approved an acquisition of All American by Able and
        since
        the collateral for the financing by Manns would be collateralized by real
        estate
        owned by All American. Accordingly, on September 22, 2006, All American agreed
        that in the event Manns funds a credit facility to All American rather than
        the
        Company, upon such funds being received by All American, it will immediately
        reimburse the Company for all expenses incurred and all fees paid to Manns
        in
        connection with the proposed credit facility from Manns to the Company. On
        or
        about February 2, 2007, All American received a Term Sheet from UBS Real
        Estate
        Investments, Inc. (“UBS”) requested by Manns as co-lender to All American. All
        American rejected the UBS offer as it was not consistent with the Manns’
commitment of September 14, 2006. All American subsequently demanded that
        Manns
        refund all fees paid to Manns by Able and All American. In order to enforce
        its
        rights in this regard All American has retained legal counsel. The Company
        and
        All American intend to pursue their remedies against Manns. All recoveries
        and
        fees and costs of the litigation will be allocated between the Company and
        All
        American in proportion to the amount of the Manns due diligence fees
        paid.
 
 The
        Company must also bring current each of its SEC filings as part of a plan
        to
        raise additional capital. In addition to the filing of this Form 10-Q for
        the
        quarter ended December 31, 2006, the Company must also complete and file
        its
        Form 10-Q's for the quarter ended March 31, 2007.
 
 There
        can
        be no assurance that the financing or the cost saving measures as identified
        above will be satisfactory in addressing the short-term liquidity needs of
        the
        Company. In the event that these plans can not be effectively realized, there
        can be no assurance that the Company will be able to continue as a going
        concern.
  **CONTRACTUAL
        OBLIGATIONS**
 
 The
        following schedule summarizes our contractual obligations as of December
        31,
        2006 in the periods indicated:
  **Less
                    Than**
                
                
                
                
                
                **More
                    then****Contractual
                    Obligation**
                
                **Total**
                
                **1
                    Year**
                
                **1-3
                    Years**
                
                **3-5
                    years**
                
                **5
                    years**Long
                    term debt
                
                $
                7,726,418
                
                $
                1,473,201
                
                $
                3,121,994
                
                $
                314,041
                
                $
                2,817,182Capital
                    lease obligations
                
                
                889,556
                
                
                311,476
                
                
                487,380
                
                
                90,699
                
                
                -Operating
                    leases
                
                
                495,201
                
                
                223,113
                
                
                272,089
                
                
                -
                
                
                -Unconditional
                    purchase obligations
                
                
                3,412,979
                
                
                3,412,979
                
                
                -
                
                
                -
                
                
                -Other
                    long term obligations
                
                
                335,975
                
                
                335,975
                
                
                -
                
                
                -
                
                
                -Total
                    contractual obligations
                
                $
                12,860,129
                
                $
                5,756,744
                
                $
                3,881,463
                
                $
                404,740
                
                $
                2,817,182
  Excluded
        from table above is estimated interest payments on long - term debt and capital
        leases of approximately $623,000, $719,000, $380,000, and $1,942,000 for
        the
        periods less than 1 year, 1-3 years, 3-5 years, and more than 5 years,
        respectively. In addition, excluded from above are unconditional purchase
        obligations of approximately $3,299,000 that the Company entered into subsequent
        to December 31, 2006.
 
 As
        of
        December 31, 2006, there are no other off balance sheet
        arrangements.
 
 **SEASONALITY**
 
 Approximately
        65% of the Company's revenues are earned and received from October through
        March, and the overwhelming majority of such revenues are derived from the
        sale
        of home heating oil. During the spring and summer months, revenues from the
        sale
        of diesel and gasoline fuels increase due to the increased use of automobiles
        and construction apparatus.
 
 Each
        of
        the Company's divisions is seasonal. From May through September, Able Oil
        experiences considerable reduction of retail heating oil sales.
 
 Able
        Energy NY's propane operation 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'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.
 31
  **ITEM
        3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK**
 
 The
        Company does not issue or invest in financial instruments or derivatives
        for
        trading or speculative purposes. All of the operations of the Company are
        conducted in the United States, and, as such, are not subject to material
        foreign currency exchange rate risk. At December 31, 2006, the Company had
        approximately $4 million of outstanding long-term debt and convertible
        debentures. Although the Company's assets included approximately $1.3 million
        in
        cash, the market rate risk associated with changing interest rates in the
        United
        States is not material.
  **ITEM
        4. CONTROLS AND PROCEDURES**
 
 Our
        management, with the participation of our Chief Executive Officer and Acting
        Chief Financial Officer, has evaluated the effectiveness of the design and
        operation of our disclosure controls and procedures (as defined in Rule
        13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the
        end
        of the period covered by this annual Report on Form 10-K. Based on this
        evaluation, our Chief Executive Officer and Acting Chief Financial Officer
        concluded that these disclosure controls and procedures were not effective
        as of
        such date.
 
 a)
              Evaluation
                  of Disclosure Controls and Procedures: An evaluation of the Company's
                  disclosure controls and procedures (as defined in Section13a-15(e)
                  of the
                  Securities Exchange Act of 1934 (the "Act")) was carried out under
                  the
                  supervision and with the participation of the Company's Chief Executive
                  Officer and Acting Chief Financial Officer and several other members
                  of
                  the Company's senior management at December 31, 2006. Based on
                  this
                  evaluation, and as noted below, the Company's Chief Executive Officer
                  and
                  Acting Chief Financial Officer concluded that as of December 31,
                  2006, the
                  Company's disclosure controls and procedures were not effective,
                  at a
                  reasonable level of assurance, in ensuring that the information
                  required
                  to be disclosed by the Company in the reports it files or submits
                  under
                  the Act is (i) accumulated and communicated to the Company's management
                  (including the Chief Executive Officer and Acting Chief Financial
                  Officer)
                  in a timely manner, and (ii) recorded, processed, summarized and
                  reported
                  within the time periods specified in the SEC's rules and
                  forms.b)
              Changes
                  in Disclosure Controls and Procedures. The Company has taken an
                  action to
                  correct these weaknesses in order to assist the Chief Executive
                  Officer
                  and Acting Chief Financial Officer in their respective duties,
                  the Company
                  has hired an independent consulting firm with experience in public
                  company
                  disclosure requirements to assist such officers in their respective
                  duties
                  during the review, preparation and disclosures required in SEC
                  rules and
                  regulations.
  **PART
        II. OTHER INFORMATION**
  **ITEM
        1. LEGAL PROCEEDINGS**
 
 On
        December 8, 2006, the Company commenced an action in the Superior Court of
        California, for the County of Los Angeles against Summit Ventures, Inc.
        (“Summit”), Mark Roy Anderson (“Anderson”), the principal of Summit and four
        other companies controlled by Anderson, Camden Holdings, Inc., Summit Oil
        and
        Gas, Inc. d/b/a Nevada Summit Oil and Gas, Harvest Worldwide LLC and Harvest
        Worldwide, Inc. seeking to compel the return of 142,857 shares (the “Shares”) of
        the Company’s common stock issued to Summit. The shares were issued to Summit in
        connection with a consulting agreement the Company had entered into with
        Summit
        in January 2005 (also See Note 5). The complaint also sought damages as a
        result
        of Summit’s and Anderson’s breach of contract, fraud, and misrepresentation with
        respect to the consulting agreement. On June 28, 2007, Summit and Anderson
        interposed a cross-complaint against the Company, Greg Frost, the Company’s
        Chief Executive Officer and Chairman, Chris Westad, the Company’s President,
        Frank Nocito, Vice President of Business Development for the Company, Stephen
        Chalk, a Director of the Company and Timothy Harrington, the former Chief
        Executive Officer of the Company. The cross-complaint seeks damages of not
        less
        than $1,411,427 based on purported claims of breach of contract and fraud.
        It is
        the Company’s position that these claims are completely without merit and it
        intends to make a motion to dismiss the cross-complaint as soon as possible
        and
        to vigorously pursue its rights against Summit, Anderson, and his other related
        companies.
  **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
 
 None
 
 **ITEM
        3 DEFAULTS UPON SENIOR SECURITIES**
 
 In
        connection with a $1,000,000 convertible term note issued in July 2006, the
        Company agreed that within sixty days from the date of issuance of the note
        (September 3, 2006) and warrant that it would file a registration statement
        with
        the SEC covering the resale of the shares of the Company's stock issuable
        upon
        conversion of the note and the exercise of the warrant. This registration
        statement would also cover any additional shares of stock issuable as a result
        of any adjustment to the fixed conversion price of the note or the exercise
        price of the warrant. As of June 30, 2007, the Company was not able to file
        a
        registration statement and the holder has not yet waived its rights under
        this
        agreement. However,
        the Company has not received a default notice from the lender on these
        matters. There
        are
        no stipulated liquidated damages outlined in the Registration Rights Agreement.
  32
  In
        conjunction with $2,000,000 of convertible debentures issued on August 2006,
        the
        Company had agreed to file a registration statement within forty-five days
        or
        September 22, 2006, covering the resale of the shares of common stock underlying
        the convertible debentures and warrants issued to the investors, and by October
        15, 2006, to have such registration statement declared effective. The
        registration rights agreement with the investors provides for partial liquidated
        damages in the case that these registration requirements are not met. From
        the
        date of violation, the Company is obligated to pay liquidated damages of
        2% per
        month of the outstanding amount of the convertible debentures, up to a total
        obligation of 24% of such obligation. The Company has not yet filed a
        registration statement regarding
        these securities. Accordingly, through June 30, 2007, the Company has incurred
        a
        liquidated damages obligation including interest of approximately $440,000,
        none
        of which has been paid. The Company is obligated to continue to pay 18% interest
        per annum on any damage amount not paid in full within 7 (seven) days. As
        of
        June 30, 2007, the Company
        is not able to file a registration statement and the holder has not yet waived
        its rights under this agreement. However, the Company has not received a
        default
        notice from the lender on these matters.
 
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None
 
 **ITEM
        5. OTHER INFORMATION**
 
 None
  **ITEM
        6. EXHIBITS**
  31.1
              Certification
                  of Chief Executive Officer of Periodic Report pursuant to Rule
                  13a-14(a)
                  and Rule 15d-14(a).
 
 
 31.2
              Certification
                  of Chief Financial Officer of Periodic Report pursuant to Rule
                  13a-14(a)
                  and Rule 15d-14(a).
 
 
 32.1
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to 18
                  U.S.C. Section 1350.
  33
  
 **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned, thereunto
        duly authorized.
 
 **Able
        Energy, Inc.**
   *By:*
              */s/ Gregory D.
                Frost**Gregory
                  D. Frost**Chief Executive Officer and
                Chairman**By:*
              */s/ Jeffery Feld**Jeffery Feld**Acting Chief Financial
                Officer*
  *July
        31 , 2007*
 
 34