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: September 30, 2008





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, a non-accelerated filer or a smaller reporting
company:  See the definitions of a “large accelerated filer”,
“accelerated filer” and “smaller reporting company “ in Rule 12b-2 of the
Exchange Act.




Large accelerated
      filer o
            Accelerated filer
      o
            Non-accelerated
      filer o
            Smaller reporting
      company x




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





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:  14,965,389 as of November
19, 2008











ABLE
ENERGY, INC. AND SUBSIDIARIES


FORM
10-Q





For the
Three Months Ended September 30, 2008





INDEX





PagePart
      I.
            Financial
      InformationItem
      1.
            Financial
      StatementsCondensed
      Consolidated Balance Sheets as of September 30, 2008 (Unaudited) and June
      30, 2008
            3Condensed
      Consolidated Statements of Operations for the Three Months Ended September
      30, 2008 (Unaudited) and 2007 (Unaudited)
            4Condensed
      Consolidated Statements of Cash Flows for the Three Months Ended September
      30, 2008 (Unaudited) and 2007 (Unaudited)
            5Notes
      to Condensed Consolidated Financial Statements (Unaudited)
            6Item
      2.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            25Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            33Item
      4.
            Controls
      and Procedures
            33Part
      II
            Other
      InformationItem
      1.
            Legal
      Proceedings
            35Item
      1.A
            Risk
      Factors
            35Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            35Item
      3.
            Default
      on Senior Securities
            35Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            35Item
      5.
            Other
      Information
            35Item
      6.
            Exhibits
            36Signatures
            
            40Certifications





2




ABLE
ENERGY, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE
SHEETS


September
      30,
            
            
            June
      30,2008
            
            
            2008(Unaudited)ASSETSCurrent
      Assets:Cash
      and cash equivalents
            
            $
            3,727,399
            
            
            $
            3,025,577Accounts
      receivable, net of  allowance for doubtful accounts
      of$1,260,345
      and $1,283,013 at September 30, 2008 and June 30,
      2008,  respectively
            
            
            2,107,107
            
            
            
            4,088,377Inventories
            
            
            2,795,004
            
            
            
            2,724,315Prepaid
      expenses and other current assets
            
            
            1,328,709
            
            
            
            1,676,658Total
      Current Assets
            
            
            9,958,219
            
            
            
            11,514,927Property
      and equipment, net
            
            
            6,209,576
            
            
            
            6,414,011Goodwill
            
            
            11,046,179
            
            
            
            11,046,179Intangible
      assets, net
            
            
            5,367,035
            
            
            
            5,531,345Deferred
      financing costs, net
            
            
            143,413
            
            
            
            159,718Security
      deposits
            
            
            76,818
            
            
            
            76,818Total
      Assets
            
            $
            32,801,241
            
            
            $
            34,742,998LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      Liabilities:Line
      of credit
            
            $
            539,234
            
            
            $
            979,818Notes
      payable, current portion
            
            
            4,205,757
            
            
            
            4,123,602Capital
      leases payable, current portion
            
            
            267,474
            
            
            
            366,804Convertible
      debentures and notes payable, net of unamortizeddebt
      discounts of $497,812 and $623,962 as of September 30,
2008and
      June 30, 2008, respectively
            
            
            2,290,244
            
            
            
            2,164,094Accounts
      payable and accrued expenses
            
            
            13,525,990
            
            
            
            15,152,749Customer
      pre-purchase payments and unearned revenue
            
            
            3,180,477
            
            
            
            1,636,911Total
      Current Liabilities
            
            
            24,009,176
            
            
            
            24,423,978Notes
      payable, less current portion
            
            
            3,301,799
            
            
            
            3,369,340Capital
      leases payable, less current portion
            
            
            329,802
            
            
            
            320,890Deferred
      income taxes
            
            
            304,000
            
            
            
            247,000Total
      Long Term Liabilities
            
            
            3,935,601
            
            
            
            3,937,230Total
      Liabilities
            
            
            27,944,777
            
            
            
            28,361,208COMMITMENTS
      AND CONTINGENCIESStockholders'
      Equity:Preferred
      Stock; par value $.001, authorized 10,000,000 shares;issued-none
            
            
            -
            
            
            
            -Common
      Stock; $.001 par value; 75,000,000 shares authorized;14,965,389
      shares issued and outstandingat
      September 30, 2008 and June 30, 2008, respectively
            
            
            14,966
            
            
            
            14,966Additional
      paid in capital
            
            
            37,856,321
            
            
            
            37,856,321Accumulated
      deficit
            
            
            (32,116,902
            )
            
            
            (30,584,497
            )Notes
      and loans receivable-related parties
            
            
            (897,921
            )
            
            
            (905,000
            )Total
      Stockholders' Equity
            
            
            4,856,464
            
            
            
            6,381,790Total
      Liabilities and Stockholders' Equity
            
            $
            32,801,241
            
            
            $
            34,742,998




See
accompanying notes to the condensed consolidated financial
statements


3




ABLE
ENERGY, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
 (Unaudited)


For
      the Three Months Ended
                September
      30,2008
              
              
              2007Net
      Sales
              
              $
              53,010,607
              
              
              $
              66,993,371Cost of Sales(exclusive
      of depreciation and amortizationshown separately
      below)
              
              
              49,339,453
              
              
              
              63,561,115Gross
      Profit
              
              
              3,671,154
              
              
              
              3,432,256Operating
      Expenses:Selling,
      general and administrative
              
              
              4,768,982
              
              
              
              6,504,137Depreciation
      and amortization
              
              
              413,248
              
              
              
              558,247Total
      Operating Expenses
              
              
              5,182,230
              
              
              
              7,062,384Loss
      from Operations
              
              
              (1,511,076
              )
              
              
              (3,630,128
              )Other
      Income (Expenses)Interest
      and other income
              
              
              564,044
              
              
              
              251,005Interest
      income - related parties
              
              
              14,411
              
              
              
              80,385Interest
      expense
              
              
              (378,553
              )
              
              
              (436,133
              )Amortization
      of deferred financing costs
              
              
              (16,304
              )
              
              
              (17,131
              )Amortization
      of debt discounts on convertible debenturesand note
      payable
              
              
              (126,150
              )
              
              
              (343,734
              )Registration
      rights penalty
              
              
              (21,777
              )
              
              
              (138,168
              )Total
      Other Income (Expenses), Net
              
              
              35,671
              
              
              
              (603,776
              )Loss
      before provision for income taxes
              
              $
              (1,475,405
              )
              
              $
              (4,233,905
              )Provision
      for income taxes
              
              
              57,000
              
              
              
              76,000Net
      Loss
              
              $
              (1,532,405
              )
              
              $
              (4,309,905
              )Basic
      and diluted loss per common share
              
              $
              (0.10
              )
              
              $
              (0.29
              )Weighted
      average number of common shares outstanding-basic and
    diluted
              
              
              14,965,389
              
              
              
              14,950,947




See
accompanying notes to the condensed consolidated financial
statements


4




ABLE
ENERGY, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
 (Unaudited)





September
      30,2008
              
              
              2007Cash
      flow from operating activities:Net
      loss
              
              $
              (1,532,405
              )
              
              $
              (4,309,905
              )Adjustments
      to reconcile net loss to net cashprovided
      by operating activities:Depreciation
      and amortization
              
              
              413,248
              
              
              
              558,247Provision
      for bad debts
              
              
              (22,668
              )
              
              
              (5,547
              )Amortization
      of discounts on convertible debentures and notes payable
              
              
              126,150
              
              
              
              343,734Amortization
      of deferred financing costs
              
              
              16,304
              
              
              
              17,131Accrual
      of interest income on note receivable and loan-related
    parties
              
              
              (14,411
              )
              
              
              (69,327
              )(Increase)
      decrease in operating assets:Accounts
      receivable
              
              
              2,005,178
              
              
              
              (16,804
              )Inventories
              
              
              (70,689
              )
              
              
              86,477Prepaid
      expenses and other current assets
              
              
              346,708
              
              
              
              (829,675
              )Security
      deposits
              
              
              -
              
              
              
              (900
              )Increase
      (decrease) in operating liabilities:Accounts
      payable and accrued expenses
              
              
              (1,626,863
              )
              
              
              3,663,299Customer
      pre-purchase payments unearned revenue
              
              
              1,543,566
              
              
              
              1,313,050Deferred
      income taxes
              
              
              57,000
              
              
              
              76,000Net
      cash provided by operating activities
              
              
              1,241,118
              
              
              
              825,780Cash
      flows from investing activities:Purchases
      of property and equipment
              
              
              (44,398
              )
              
              
              (178,728
              )Advances
      to related parties
              
              
              21,490
              
              
              
              491,331Net
      cash provided by (used in) investing activities
              
              
              (22,908
              )
              
              
              312,603Cash
      flows from financing activities:Net
      (repayments) borrowings under line of credit
              
              
              (440,584
              )
              
              
              (152,281
              )Proceeds
      from notes payable
              
              
              1,400,000
              
              
              
              -Repayment
      of notes payable
              
              
              (1,385,386
              )
              
              
              (354,402
              )Repayment
      of capital leases payable
              
              
              (90,418
              )
              
              
              (93,155
              )Repayments
      of convertible debentures
              
              
              -
              
              
              
              (83,333
              )Net
      cash used in financing activities
              
              
              (516,388
              )
              
              
              (683,171
              )Net
      increase in cash and cash equivalents
              
              
              701,822
              
              
              
              455,212Cash
      and cash equivalents at beginning of period
              
              
              3,025,577
              
              
              
              3,034,183Cash
      and cash equivalents at end of period
              
              $
              3,727,399
              
              
              $
              3,489,395Supplemental
      disclosure of cash flow information:Cash
      paid during the quarter for interest
              
              $
              378,553
              
              
              $
              436,133Reduction
      in goodwill since certain liabilities were not assumed by
      Plazas
              
              $
              -
              
              
              $
              93,363Transfer
      of work in progress in property and equipment from a previous periodto intangible
      assets
              
              $
              -
              
              
              $
              312,538


See
accompanying notes to condensed consolidated financial statements
  5


ABLE
ENERGY, INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





Note
1 - Basis of Presentation





The
accompanying 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 months
ended September 30, 2008 are not necessarily indicative of the results that may
be expected for the year ending June 30, 2009. These condensed consolidated
financial statements include the accounts of Able Energy, Inc. and its wholly
owned subsidiaries Able Oil Company, Inc. (“Able Oil”), Able Energy New York,
Inc. (as of July 22, 2008 the Company owns 51%.  See Note 18) (“Able
NY”), Able Oil Melbourne, Inc. (inactive as of February 8, 2008, see Note 15),
(“Able Melbourne”), Able Energy Terminal, LLC, PriceEnergy.com Franchising, LLC
(inactive), Able Propane, LLC (inactive), and its majority owned (92%)
subsidiary, PriceEnergy.com, Inc. (“PriceEnergy”) and All American Plazas, Inc.
(“Plazas”).  Able, together with its operating subsidiaries, are
hereby also referred to as the “Company”. 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 for the year ended June 30, 2008.





Since the
Company’s business combination with All American Plazas, Inc. (now known as All
American Properties, Inc.) on May 30, 2007, the Company is engaged in two
primary business activities, organized in two segments; the Oil segment and the
Travel Plaza segment.





The
Company’s Oil Segment, consisting of Able Oil, Able NY, Able Melbourne, Able
Energy Terminal, LLC and PriceEnergy, is engaged in the retail distribution of,
and the provision of services relating to, #2 home heating oil, propane gas,
kerosene and diesel fuels. In addition to selling liquid energy products, the
Company offers complete heating, ventilation and air conditioning (“HVAC”)
installation and repair and other services and also markets other petroleum
products to commercial customers, including on-road and off-road diesel fuel,
gasoline and lubricants.  Please refer to Note 15 for disclosure
relating to the February 8, 2008 sale of the Able Melbourne assets and
liabilities; to Note 11 for disclosure relating to the July 22, 2008 Settlement
Agreement between the Company and S&S NY Holdings, Inc. (“S&S”) pursuant
to which S&S was granted 49% of the issued and outstanding shares of stock
of Able NY and a 90% interest in the Company’s Easton and Horsham, Pennsylvania
operations (“Able PA”) in exchange for repayment of debt owed by the Company to
S&S in the amount of $997,789; and to Note 18 – Subsequent Events for
disclosure relating to the subsequent rights granted to the Company on October
31, 2008 to repurchase S&S’s interest in Able NY and Able PA.





The
Company’s Travel Plaza Segment, operated by Plazas, is engaged in the retail
sale of food, merchandise, fuel, personal services, onsite and mobile vehicle
repair, services and maintenance to both the professional and leisure driver
through a current network of ten travel plazas, located in Pennsylvania, New
Jersey, New York and Virginia.





Note 2 - Going Concern,
Liquidity and Capital
Resources and Management’s Plans





The
Company has incurred losses from continuing operations during the three months
ended September 30, 2008 of approximately, $1.5 million resulting in an
accumulated deficit balance of approximately $32.1 million as of September 30,
2008.  Net cash provided by operations during the three months ended
September 30, 2008, was approximately $1.3 million.  The Company had a
working capital deficiency of $14.1 million.  These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.  These 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 May
30, 2007, the Company completed a business combination with All American Plazas,
Inc. now known as All American Properties, Inc. (“Properties”) (See Note
16).  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 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 achieving its operational improvements
which would enhance its liquidity situation.





The
Company has been funding its operations through an asset-based line of credit
and other financing facilities. Through the quarter ended September 30, 2008,
the Company has issued notes receivable and loans to other affiliates and to
Properties, its largest stockholder, with a balance at September 30, 2008 of
approximately $0.9 million.  The Company has granted Properties a
series of extensions of the maturity of these obligations.  These
obligations are recorded as contra equity within these condensed consolidated
financial statements.




6




The
Company will require some combination of the collection of Properties notes
receivable and loans, new financing, restructuring of existing financing,
improved receivable collections and/or improved operating results in order to
maintain adequate liquidity over the course of the year ending June 30,
2009.  With bringing current all of its Securities and Exchange
Commission (“SEC”) filings the Company plans to raise additional capital as
another means of securing the liquidity.





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 cannot 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





There
were no material changes to Significant Accounting Policies since the filing of
our Annual Report on Form 10-K for the year ended June 30, 2008.





Note
4 - Recently Issued Accounting Pronouncements





In June
2005, the Financial Accounting Standards Board (“FASB”) issued SFAS 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 APB No. 20 and SFAS 6,
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
applied these requirements to any accounting changes after the implementation
date. The application of SFAS 154 did not have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.





In June
2005, the FASB ratified Emerging Issues Task Force (“EITF”) No. 05-1,
“Accounting for the Conversion of an Instrument That Becomes Convertible upon
the Issuer’s Exercise of a Call Option” (“EITF No. 05-1”) which addresses that
no gain or loss should be recognized upon the conversion of an instrument that
becomes convertible as a result of an issuer’s exercise of a call option
pursuant to the original terms of the instrument. EITF No. 05-1 is effective for
periods beginning after June 28, 2006. The adoption of this pronouncement did
not have an effect on the Company’s consolidated financial position, results of
operations or cash flows.





In June
2005, the FASB ratified EITF Issue No. 05-2, “The Meaning of ‘Conventional
Convertible Debt Instrument’ in EITF Issue No. 00-19, “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock”, which addresses when a convertible debt instrument should be considered
conventional for the purpose of applying the guidance in EITF No. 00-19. EITF
No. 05-2 also retained the exemption under EITF No. 00-19 for conventional
convertible debt instruments and indicated that convertible preferred stock
having a mandatory redemption date may qualify for the exemption provided under
EITF No. 00-19 for conventional convertible debt if the instrument’s economic
characteristics are more similar to debt than equity. EITF No. 05-2 is effective
for new instruments entered into and instruments modified in periods beginning
after June 29, 2005. The Company has applied the requirements of EITF No. 05-2
since the required implementation date. The adoption of this pronouncement did
not have an effect on the Company’s 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”, 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
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
has not had a material effect on the Company’s consolidated financial position,
results of operations or cash flows.





In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets”, which amended SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities”, with respect to the
accounting for separately recognized servicing assets and servicing
liabilities.  SFAS 156 permits an entity to choose either the
amortization method or the fair value measurement method for each class of
separately recognized servicing assets or servicing
liabilities.  Adoption is effective after the beginning of the first
fiscal year that begins after September 15, 2006.  The application of
this statement has not had a material impact on the Company’s consolidated
financial statements.




7




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 the
beginning of the Company's year ending June 30, 2007, with the cumulative
effect of the change in accounting principle recorded as an adjustment to
opening retained earnings.  The application of this statement has not
had a material impact on the Company’s 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.  This statement does not require any new fair
value measurements, but provides guidance on how to measure fair value by
providing a fair value hierarchy used to classify the source of the
information.  SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and all interim periods within those fiscal
years.  In February 2008, the FASB released FASB Staff Position (FSP
FAS 157-2 – Effective Date of FASB Statement No. 157) which delays the effective
date of SFAS No. 157 for all non-financial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually), to fiscal years beginning
after November 15, 2008 and interim periods within those fiscal
years.  The Company is currently evaluating the impact of adoption of
this statement on its financial and nonfinancial assets and
liabilities.





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 did not 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 application of
this Statement has not had a material impact on the Company’s consolidated
financial statements.





In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements–an amendment of ARB No. 51.”  SFAS
160 establishes accounting and reporting standards pertaining to ownership
interests in subsidiaries held by parties other than the parent, the amount of
net income attributable to the parent and to the noncontrolling interest,
changes in a parent’s ownership interest and the valuation of any retained
noncontrolling equity investment when a subsidiary is
deconsolidated.  This statement also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS 160 is
effective for fiscal years beginning on or after December 15,
2008.  TheCompany is in the
process of evaluating the effect that the adoption of SFAS 160 will have on its
consolidated results of operations, financial position and cash
flows.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (SFAS 141R).  SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill
acquired.  SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination.  SFAS 141R is effective for financial statements issued
for fiscal years beginning after December 15, 2008.   The Company
is currently evaluating the potential impact of adoption of SFAS 141R on its
consolidated financial statements.





In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and
Hedging Activities”.  The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early adoption
encouraged.  The Company is currently evaluating the impact of
adopting SFAS No. 161 on its consolidated financial statements.




In May
2008, the FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted
Accounting Principles”.  The new standard identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  SFAS No. 162 will become
effective 60 days following the SEC’s approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles.  Adoption
of SFAS No. 162, upon its effectiveness, is not expected to have a material
impact on the Company's consolidated financial position, results of operations
or cash flows.




8




Note 5-Net Loss per
Share





Basic and
diluted 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 available for issuance upon the exercise of stock options and
warrants, and conversion of convertible debentures and note payables excluded
from the comparative diluted loss per share was 7,127,524 and 7,102,524 for the
three months ended September 30, 2008 and 2007, respectively.





Note
6 - Inventories





Inventories
consisted of the following at:





September
      30,
              
              
              June
      30,Inventories
              
              2008
              
              
              2008Oil
      Segment:
              
              (Unaudited)#2
      heating oil
              
              $
              275,976
              
              
              $
              131,418Diesel
      fuel
              
              
              17,220
              
              
              
              36,351Kerosene
              
              
              20,816
              
              
              
              20,115Propane
              
              
              57,320
              
              
              
              37,632Parts,
      supplies and equipment
              
              
              200,182
              
              
              
              201,823Total
      Oil Segment
              
              $
              571,514
              
              
              $
              427,339Travel
      Plaza Segment:Fuels
              
              $
              682,277
              
              
              $
              791,674Non-fuel
              
              
              1,541,213
              
              
              
              1,505,302Total
      Travel Plaza Segment
              
              $
              2,223,490
              
              
              $
              2,296,976Total
              
              $
              2,795,004
              
              
              $
              2,724,315





Note
7 - 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 is payable in annual installments and interest
is paid quarterly with the final maturity date of March 1, 2008 for both notes.
In March 2008, the principal and interest due on the notes was paid in
full.





Note
8 - Property and Equipment





Property
and equipment was comprised of the following:




9


September
      30,
              
              
              June
      30,2008
              
              
              2008(Unaudited)Land
              
              $
              479,346
              
              
              $
              479,346Buildings
              
              
              1,674,124
              
              
              
              1,674,124Building
      improvements
              
              
              791,166
              
              
              
              791,166Trucks
      and autos
              
              
              4,349,790
              
              
              
              4,349,790Machinery
      and equipment
              
              
              1,863,260
              
              
              
              1,848,895Office
      furniture, fixtures and equipment
              
              
              1,371,183
              
              
              
              1,371,183Fuel
      tanks
              
              
              984,461
              
              
              
              984,461Cylinders
      – propane
              
              
              532,731
              
              
              
              525,501Construcion
      in Progress
              
              
              242,632
              
              
              
              219,82912,288,693
              
              
              
              12,244,295Less:
      accumulated depreciation
              
              
              (6,079,118
              )
              
              
              (5,830,284
              )Property
      and equipment, net
              
              $
              6,209,576
              
              
              $
              6,414,011




At
September 30, 2008, the Company had equipment under capital leases with a net
book value of approximately $1,107,931 which is included in the
above.





Depreciation
expense of property and equipment was $248,834 and $301,228 (which includes a
write off of $15,846 in the three months ended September 30, 2007) for the three
months ended September 30, 2008 and 2007, respectively.




Closure
of Strattanville Travel Plaza




One of
the Travel Plazas Segments facilities, Strattanville, Pennsylvania, was
shut-down in April, 2008 due to unprofitable operations at that
site.  Management is exploring business opportunities relating to this
site.  All of the equipment at this facility could be transferred and
utilized at other locations.  As of June 30, 2008, $158,520 of
equipment has been classified as an idle asset and is no longer being
depreciated.




Doswell
Sale Agreement




On May
12, 2008, the Company entered into a sale agreement with T.S.O, Inc. (“TSO”) for
the sale of the Company’s operating assets located at its leased Doswell, VA
travel plaza.  In exchange for total consideration to the Company of
approximately $0.4 million, the Company has agreed to transfer to TSO title to
all tangible and intangible assets (excluding corporate records) and liabilities
relating to the operations of the Doswell, VA travel plaza.  TSO had
until October 12, 2008 to obtain and deliver a firm commitment letter for the
purchase price.  By letter dated November 6, 2008, Properties, the
owner of the real property underlying the Doswell travel plaza, sent a notice to
TSO terminating the contract of sale.  During the period July 12, 2008
through the termination of the contract of sale, TSO was obligated to pay the
Company rent in the amount of $75,000 per month.





Note
9 – Deferred Financing Costs and Debt Discounts





The
Company incurred deferred financing costs in conjunction with the sale of
convertible debentures on July 12, 2005, July 5, 2006 and August 8, 2006 (see
Note 13), and notes payable on May 13, 2005 (see Note 11), 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
$16,304 and $17,131 for the three month period ended September 30, 2008 and
2007, respectively.





Additionally,
in accordance with EITF 00-27, “Application of Issue 98-5 to Certain Convertible
Instruments”, the Convertible Debentures issued on July 12, 2005, July 5, 2006
and August 8, 2006 was considered to have a beneficial conversion premium
feature. The Company recorded a debt discount of $5,500,000 related to this
conversion premium and warrants issued in connection with the
financing.  The Company amortized $126,150 and $343,734 of debt
discount for the three months ending September 30, 2008, and 2007,
respectively.





Note
10 - Line Of Credit





On May
13, 2005, the Company entered into a $1,750,000 line-of-credit agreement (the
“Agreement”) with Entrepreneur Growth Capital, LLC (“EGC”). The loan is secured
by certain eligible accounts receivable, inventory and certain other assets as
defined in the agreement. The line bears interest at Citibank's prime rate, plus
4% per annum (8.0% at September 30, 2008 and 9.0% at June 30, 2008) not to
exceed 24%, with a minimum interest of $9,000 per month. The line also requires
an annual facility fee and monthly collateral management fees equal to 2% and
0.025%, respectively. In addition, deposits are not credited to our account
until four business days after receipt by EGC. The balance due as of September
30, 2008 and June 30, 2008 was $539,234 and $979,818, respectively, with an
available balance as of September 30, 2008 of $1,210,766.  The
Agreement renews annually unless terminated by either party, as provided for in
the Agreement.




10


Note
11 - Notes Payable





On May
13, 2005, the Oil Segment 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, commencing on July 1,
2005.  The note is secured by Company owned real property located in
Rockaway, New Jersey with a net book value of $829,912 at September 30, 2008 and
an assignment of leases and rents at such location. The initial interest rate is
6.25% per annum on the unpaid principal balance for the first five (5) years, to
be redetermined every fifth anniversary date (reset date) at 300 basis points
over the five (5) year United States Treasury rate, but not lower than the
initial rate; at that time the monthly payment will be redetermined. The
interest rate on default is 4% per annum, charged at the bank’s option, above
the interest rate then in effect.  At the maturity date of June 1,
2030, all amounts owed are due and payable. As of September 30, 2008, the
Company was in default of two non-financial covenants under the agreement. The
covenants are measured on a six month and annual basis.  The Company
has received a waiver covering the fiscal year ends of June 30, 2007 and June
30, 2008.  The balance outstanding on this note at September 30, 2008
and June 30, 2008 was $3,055, 462 and $3,071,844, respectively.





On
December 13, 2006, the Oil Segment entered into a five-year note agreement
relating to the purchase of the Horsham Franchise in the amount of
$345,615.  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. The balance due on this note at September 30, 2008 and June 30, 2008
was $238,100 and $254,275, respectively.





On
January 8, 2007, Plazas entered into an Account Purchase Agreement with Crown
Financial (“Crown”) whereby Crown advanced $1,444,775 to Plazas in exchange for
certain existing accounts receivables and taking ownership of new accounts
originated by Plazas.  Repayment of the loan is to be made from the
direct payments to Crown from the accounts it purchased from Plazas and a fee
equal to 2.5% of the outstanding advance for the preceding period payable on the
15th
and 30th day of
each month.  The Crown loan is secured by the mortgages on the real
property and improvements thereon owned by Properties known as the Strattanville
and Frystown Gables truck stop plazas and a personal guarantee by Frank Nocito,
an Executive Vice President of the Company and through a family trust the
largest shareholder of the Company.  Subsequent to the May 2007
closing of the business combination between the Company and Properties, on July
1, 2007 the Account Purchase Agreement between Plazas and Crown Financial was
amended and modified from “Eligible Accounts having a 60 day aging” to a “90 day
aging that are not reasonably deemed to be doubtful for collections” and the fee
of 2.5% payable on the 15th and
30th
day of each month has been modified to 1.375%. The Company has assumed this
obligation based on the business combination; however, Properties has agreed to
continue to secure this financing with the aforementioned mortgages on real
property owned by Properties. The balance due on the Crown note at September 30,
2008 and June 30, 2008 was $473,558 and $817,367, respectively.





The
Company has similar credit card financing agreements for the Oil Segment and the
Travel Plaza Segment as explained below respectively.





On March
20, 2007, the Oil Segment entered into a credit card receivable advance
agreement with Credit Cash, LLC whereby Credit Cash agreed to loan the Company
$1,200,000. 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 which began on March 21, 2007.
On August 14, 2008 the Oil segment of the Company and its subsidiary,
PriceEnergy.com, refinanced their loan with Credit Cash in the amount
of $500,000.   There are certain provisions in the March
2007 agreement that allow 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. The balance due on this advance agreement
at September 30, 2008 and June 30, 2008 was $349,814 and $292,619, respectively
(See Note 18).





Prior to
the business combination between All American Plazas, Inc. now known as All
American Properties, Inc. (“Properties”) and the Company, Properties entered
into a loan agreement with Credit Cash, which was an advance against credit card
receivables at the travel plazas then operated by Properties.  As a
result of the business combination, this obligation was assumed by the Company’s
newly formed, wholly-owned subsidiary, All American Plazas, Inc. (“Plazas”), as
it became the operator of the truck stop plazas. Credit Cash, while
acknowledging the business combination, has continued to obligate both
Properties and Plazas in their loan documents as obligors of the loan. On August
31, 2006, Plazas entered into a loan agreement with Credit Cash, relating to the
processing of its credit card transactions, in the initial amount of
$1,000,000.  The interest rate is prime plus 3.75%. On July 16, 2007,
Credit Cash agreed to extend further credit of $400,000 secured by the credit
card receivables at the travel plazas operated by Plazas.  This July
16, 2007 extension of credit agreement was in addition to and supplemented all
previous agreements with Credit Cash. Terms of the original loan and extensions
called for repayment of $1,010,933 plus accrued interest which will be repaid
through Credit Cash withholding 15% of credit card collections from the
operations of the truck stop plazas until the loan balance is paid in full. The
interest rate is prime plus 3.75% (12% at September 30, 2008). On August 14,
2008 the Travel Plaza segment of the Company refinanced its loan with Credit
Cash for an additional amount of $900,000.  There are certain
provisions in the agreement, which allows Credit Cash to increase the
withholding, if the amount it is withholding is not sufficient to satisfy the
loan in a timely manner. This repayment percentage was increased to 20% in April
2008 due to suspension of diesel sales in several locations due to pricing and
cash flow issues.  This 20% was renegotiated in August 2008 down to
12%.  The outstanding balance of the loan as of September 30, 2008 and
June 30, 2008 was $696,750 and $328,474, respectively (See Note
18).




11




On
October 17, 2007, the Oil Segment entered into a loan agreement with S&S NY
Holdings, Inc. (“S&S”) for $500,000 to purchase #2 heating fuel. The term of
the agreement is for 90 days with an option to refinance at the end of the 90
day period for an additional 90 days. The repayment of the principal amount will
be $.10 cents per gallon of fuel sold to the Company’s customers excluding
pre-purchase gallons. An additional $.075 per gallon will be paid as interest.
The agreement also provides that in each 30 day period the interest amount can
be no less than $37,500.00.  As of February 15, 2008 the Company had
repaid $137,180 and exercised its right to refinance the amount until March 31,
2008.  The amount outstanding on this note at September 30, 2008 and
June 30, 2008 was $362,820.





On
December 20, 2007, the Oil Segment entered in to a second loan agreement with
S&S for $500,000 to purchase #2 heating fuel.  The term of the
agreement was through March 31, 2008.  The repayment of principle was
not due until the maturity date.  An additional $0.075 per gallon was
to be paid as interest. The agreement also provided that in each 30-day period
the interest amount can be no less than $37,500.  The outstanding
balance on this loan was $500,000 at September 30, 2008 and June 30,
2008.





On July
22, 2008 the Company and S&S entered into a Settlement Agreement which
provided for repayment of the October 17, 2007 and December 20, 2007 loans made
by S&S to the Company in exchange for S&S receiving 49% of the issued
and outstanding shares of stock of Able Energy, NY, Inc. (“Able NY”) and a 90%
interest in the Company’s Easton and Horsham Pennsylvania operations (“Able
PA”). See, Note 18 – Subsequent Events, to the Consolidated Financial Statements
in this Report for disclosure relating to the October 31, 2008 amendment to the
Settlement Agreement granting the Company the right to repurchase S&S’s
interest in Able NY and Able PA.





From June
1, 2007 through June 30, 2007, during the post-closing period of the business
combination between the Company and Properties, Plazas made $8,374,495 in
payments to its fuel supplier, TransMontaigne, on behalf of
Properties.  These payments were not made from any capital infusion or
advances made by Plazas, but rather were generated from revenues from the
ongoing operations of the Travel Plaza Segment. These payments of $8.4 million
were included in the advances to related parties balance at June 30, 2007. On
October 5, 2007, Plazas along with Properties entered into an agreement with
TransMontaigne to provide for the continued supply of fuel for the travel
plazas, to extend a credit facility of $2.0 million to Plazas to purchase fuel
on a pre-paid basis and for Properties to provide certain real property as
collateral for its outstanding obligation to TransMontaigne for its fuel
purchases prior to the closing of the business combination. As a result of this
agreement, trade payables of $8.4 million owed by Plazas to TransMontaigne for
fuel purchased after the closing of the business combination, as well as
payments made by Plazas during that time period for obligations to
TransMontaigne owed by Properties for fuel purchases prior to the closing, were
reclassified and booked as obligations of Properties. This reclassification
correspondingly reduced Plazas obligations to TransMontaigne by the amount of
the payments it had made to TransMontaigne during the period from June 1, 2007
through June 30, 2007 on behalf of Properties referred to above. Thereafter, on
November 30, 2007, the parties amended their agreement and entered into an
Amended and Restated Note Agreement (the “Agreement”), which reduced Plazas’
line of credit for the purchase of fuel on a cash delivery basis to $1,550,000.
This reduced line of credit was evidenced by a promissory note (the “Note”) in
that amount and is outstanding at September 30, 2008. The Note does not accrue
interest until November 15, 2009 at which point, if the Note is not paid, it
accrues interest at 8% per annum. In addition to Plazas’ obligation to
TransMontaigne pursuant to the Note, as of November 30, 2007, Plazas owed
TransMontaigne the sum of $1.6 million in trade payables for additional fuel it
purchased from TransMontaigne after the closing of the business combination. Any
payment of these trade payables will correspondingly reduce Properties
obligations to TransMontaigne under the Agreement. As part of the Agreement,
Properties also made a note to TransMontaigne in an amount, which in accordance
with the reclassification, included the payments made by Plazas to
TransMontaigne on behalf of Properties during the post-closing transition
period. Collateral for the Note and Properties’ obligations to TransMontaigne
under the Agreement are certain real property owned by Properties. The Company
and Properties are currently in the process of renegotiating the terms of the
Agreement.





In
addition, the Company has entered into miscellaneous loan agreements with
outstanding balances totaling $281,052, as of September 30, 2008.




12


Maturities
on notes payable as of September 30, 2008 are as follows:





For
      the Period EndingSeptember 30, 20082009
              
              $
              4,205,7572010
              
              
              247,2942011
              
              
              196,9402012
              
              
              102,5652013
              
              
              87,564Thereafter
              
              
              2,667,436Total
              
              
              7,507,556Less,
      current portion
              
              
              (4,205,757
              )Long-term
      portion
              
              
              $
              3,301,799





Note
12 - Capital Leases Payable





The
Company has entered into various capital leases for equipment expiring through
January 2012, with current aggregate monthly payments of approximately
$26,000.





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
September 30, 2008:





For
      the Period Ending September 30, 2008Year
              
              Amount2009
              
              $
              306,8062010
              
              
              190,9002011
              
              
              131,0592012
              
              
              38,277Total
      Minimum Lease Payments
              
              
              667,042Less
      amount representing interest (ranging from 8-12%)
              
              
              69,766Present
      value of net minimum lease payments
              
              
              597,276Less
      Current portion
              
              
              (267,474
              )Net
      long term minimum lease payments
              
              $
              329,802


Note
13 - Convertible Debentures and Convertible Notes Payable





On July
12, 2005, the Company consummated a financing in the amount of $2,500,000
through the sale of Variable Rate Convertibles Debentures (the "Convertible
Debentures"). As of September 30, 2008, the convertible debt outstanding on the
Convertible Debentures was $132,500. The debt discount associated with this was
fully amortized as of September 30, 2007. Amortization of the debt discounts in
this convertible note payable amounted to approximately zero and $7,700 for the
three month periods ended September 30, 2008 and September 30, 2007,
respectively.





On July
5, 2006, the Company closed a Securities Purchase Agreement entered into on June
30, 2006 whereby it sold a $1.0 million convertible term note, due June 30,
2009, to Laurus Master Fund, Ltd. ("Laurus") and issued a 5 year warrant for
160,000 shares of the Company’s common stock. As of September 30, 2008 the
convertible debt outstanding on the convertible debenture was approximately
$805,000.  Amortization of debt discounts on this convertible note
payable amounted to $51,563 and $84,000 for the three month periods ended
September 30, 2008 and September 30, 2007, respectively.





On August
6, 2006, the Company issued $2,000,000 of convertible debentures to certain
investors, due on August 8, 2008 and issued 5 year warrants to purchase 672,667
shares of the Company’s common stock.  As of September 30, 2008, the
convertible debt outstanding on the Convertible debenture was
$850,000.  Amortization of debt discount on these convertible
debentures was approximately $75,000 and $252,000 for the three month periods
ended September 30, 2008 and September 30, 2007, respectively. The discount
associated with this was fully amortized at September 30, 2008.  The
Company is currently negotiating a forbearance agreement with the investors
regarding the passing of the due date.





13





Note
14 - Stockholders’ Equity




For
The Three Months Ended September 30, 2008


Common
      Stock(Unaudited)
              
              Shares
              
              
              Amount
              
              
              Additional
      Paid -in Capital
              
              
              Accumulated
      Deficit
              
              
              Notes
      and Loans Receivable -Related Parties
              
              
              Total
      Stockholders' EquityBalance
      June 30, 2008
              
              
              14,965,389
              
              
              $
              14,966
              
              
              $
              37,856,321
              
              
              $
              (30,584,497
              )
              
              $
              (905,000
              )
              
              $
              6,381,790Reduction
      in notes receivable from relatedparties
      for reimbursement of certain fees
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              21,490
              
              
              
              21,490Increase
      in notes receivablefor
      accrued interest
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (14,411
              )
              
              
              (14,411
              )Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,532,405
              )
              
              
              -
              
              
              
              (1,532,405
              )Balance
      September 30, 2008
              
              
              14,965,389
              
              
              $
              14,966
              
              
              $
              37,856,321
              
              
              $
              (32,116,902
              )
              
              $
              (897,921
              )
              
              $
              4,856,464




Stock
Options





A summary
of the Company's stock option activity and related information for the three
month period ended September 30, 2008 is as follows:


Number
      of Options
            
            
            Weighted
      Average Exercise PriceOutstanding
      June 30, 2008
            
            
            400,040
            
            
            $
            2.74Granted
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -Forfeited
            
            
            -
            
            
            
            -Outstanding
      September 30, 2008
            
            
            400,040
            
            
            $
            2.74





During
the three month period ended September 30, 2008, no options or warrants were
issued or exercised.





The
following is a summary of stock options outstanding and exercisable at September
30, 2008 by exercise price range:





Exercise
      Price Range
            
            
            Number
      of Options
            
            
            Weighted-Average
      Remaining Contractual Life (Years)
            
            
            Weighted-Average
              Exercise
      Price
            
            
            Intrinsic
      Value$2.55
      - $ 4.36
            
            
            30,000
            
            
            1.5
            
            
            $
            2.86
            
            
            $
            101,675$8.09
      - $ 8.32
            
            
            49,000
            
            
            3.6
            
            
            
            8.20
            
            
            
            -$1.90
            
            
            321,040
            
            
            10.0
            
            
            
            1.90
            
            
            
            536,137Totals
            
            
            400,040
            
            
            8.6
            
            
            $
            2.74
            
            
            $
            637,812





Equity
Plans





The Able
Energy, Inc.’s 1999 Employee Stock Option Plan, as amended, permits stock option
awards up to 700,000 shares of the Company's common stock to be granted to
directors, employees and consultants of the Company.  This plan states
that unless otherwise determined by the Board of Directors, an option shall be
exercisable for ten years after the date on which it was
granted.  Vesting terms are set by the Board of
Directors.  There are 84,250 shares remaining available for issuance
under this plan at September 30, 2008.




14




The Able
Energy, Inc. 2000 Employee Stock Purchase Plan, which was approved by the
stockholders on June 23, 2000, permits stock option awards up to 350,000 shares
of the Company's common stock to be granted to employees of the Company. There
are 350,000 shares remaining available for issuance under this plan at September
30, 2008.





The Able
Energy, Inc. 2000 Stock Bonus Plan, which was approved by the stockholders on
June 23, 2000, permits restricted stock awards up to 350,000 shares of the
Company's common stock to be granted to directors, employees and consultants of
the Company. There are 338,000 shares remaining available for issuance under
this plan at September 30, 2008.





The Able
Energy, Inc. 2005 Incentive Stock Plan, which was approved by the stockholders
on May 25, 2005, permits stock option, common stock, and restricted common stock
purchase offer awards of up to 1,000,000 shares of the Company's common stock to
be granted to directors, employees and consultants of the
Company.  There are 678,960 shares remaining available for issuance
under this plan at September 30, 2008.





Warrants





A summary
of the Company’s stock warrant activity, and related information for the quarter
ended September 30, 2008 is as follows:




Number
      of Warrants
            
            
            Weighted
      Average
              Exercise
      PriceOutstanding
      June 30, 2008
            
            
            6,189,976
            
            
            $
            7.17Granted
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -Expired
            
            
            -
            
            
            
            -Outstanding
      September 30, 2008
            
            
            6,189,976
            
            
            $
            7.17





Preferred
Stock





The
Certificate of Incorporation authorizes the issuance of 10,000,000 shares of
preferred stock, $.001 par value per share, with designations, rights and
preferences determined from time to time by the Board of
Directors.  Accordingly, the Company’s Board of Directors is
empowered, without stockholder approval, to issue classes of Preferred Stock
with voting, liquidation, conversion, or other rights.  To date, no
preferred stock has been issued.





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 seek to have its common stock quoted on the OTC Bulletin Board as soon as
it qualifies for listing following the filing of this Quarterly Report on Form
10-Q.





Note
15- Commitments and Contingencies





Employment
Agreements





On July
1, 2004, the Company entered into a three-year employment agreement with
Christopher Westad.  Pursuant to the agreement, he will be compensated
at an annual salary of $141,600 and will be eligible for an annual bonus and
stock option grants, which will be separately determined by the Compensation
Committee of the Board of Directors.  The term of the agreement may be
extended by mutual consent of the Company and Mr. Westad, and the annual salary
is subject to periodic increases at the discretion of the Board of
Directors.  On November 26, 2006, the Compensation Committee of the
Board of Directors renewed Mr. Westad’s employment agreement for a period of
three years until November 25, 2009.





On
October 12, 2005, the Company entered into a one-year employment agreement with
Gregory Frost, the Company’s CEO (who was on a paid leave of absence from
September 28, 2006 through May 23, 2007). Pursuant to the agreement, he was
compensated at an annual salary of $250,000 and will be eligible for an annual
bonus and stock option grants, which will be separately determined by the
Compensation Committee of the Board of Directors. Pursuant to the agreement, the
employment with Mr. Frost was automatically renewed through October 11,
2009.




15




Operating
Leases





The
Company is obligated under certain property and equipment non-cancelable
operating lease agreements.  The rental properties include a lease of
the Company’s headquarters in Rockaway, New Jersey, office space in New York
City, office space in Easton, Pennsylvania and eleven full service travel plaza
facilities located in Pennsylvania, New York, New Jersey and Virginia. The Oil
Segment leases expire at various dates through May, 2010 while ten of the eleven
Travel Plaza Segment leases expire on September 30, 2009 and one with two
separate leases each expiring on January 1, 2011 and February 28,
2009.  The lease expiring in 2009 has five year renewable options
through 2028. Rent expense was $1,829,852 and $1,846,419, which includes rent
expense of approximately $1,625,000 in both periods to Properties, for the three
month periods ended September 30, 2008 and September 30, 2007
respectively.  The ten Travel Plaza Segment leases that expire on
September 30, 2009 automatically renew for consecutive one year terms for up to
ten years from the initial lease, upon the mutual consent of both
parties.  Properties has waived the percentage rent amounts and
percentage increase in the base lease amount. The base amount of the leases will
remain fixed at the initial year amount unless both parties agree to an increase
or decrease in the base amount.  It is anticipated that the leases
will be renewed for annual periods through at least June 30,
2017.  The Company also acquired a ten year option to acquire any of
the travel plaza real estate owned by Properties, providing that the Company
assume all existing debt obligations related to the applicable
properties.  The option has been valued at $5.0 million and is
exercisable as long as the Plaza’s leases relating to the applicable real estate
remain in effect. Please refer to Note 18–Subsequent Events, for disclosure
relating to the sublease of certain of the travel plaza facilities.





Major
Vendors





The
Company’s Oil Segment purchases fuel supplies on the spot market. During the
period ended September 30, 2008, the Oil Segment satisfied its inventory
requirements through seven different suppliers, the majority of which have
significant domestic fuel sources, and many of which have been suppliers to us
for over seven years.





The
Company’s Travel Plaza Segment is also subject to spot market pricing and its
fluctuations.  It utilizes three major suppliers for its fuel source
needs.





Litigation





Following
an explosion and fire that occurred at the Company's facility in Newton, New
Jersey 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 claims. 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".  The Company sought and
received Court permission to serve interrogatories to all class members and in
November 2007 answers to interrogatories were received by less than 125 families
and less than 15 businesses. The Company successfully moved to exclude any and
all persons and entities form the class that did not previously provide answers
to interrogatories. 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 are within
the available limits of its insurance. On September 13, 2006, the plaintiff’s
counsel made a settlement demand of $10,000,000, which the Company believes to
be excessive and the methodology upon which is fundamentally flawed. On May 7,
2008, this matter entered mediation. Mediation has not been successful, but the
Company remains open to reasonable settlement discussions with the plaintiffs.
The Company intends to vigorously defend the claim.





In
addition to the class action, seven property owners, who were unable to reach
satisfactory settlements with the Company’s insurance carrier, filed lawsuits
for alleged property damages suffered as a result of the March 14, 2003
explosion and fire. Subsequently, the Company’s insurance carrier has entered
into settlement agreements with four of the property owners.  The
Company's insurance carrier is defending the Company as it related to the
remaining three 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. There were a total
of 227 claims filed against the Company for property damages and 224 claims have
been settled by the Company’s insurance carrier resulting in the remaining three
lawsuits as described in this paragraph. The Company believes the remaining
three unsettled lawsuits will not have a material adverse effect on the
Company’s consolidated financial condition or operations.





Management
believes it has adequate insurance coverage to cover material legal settlements,
if any, and material litigation expenses.  Management does not believe
that legal accruals are required at September 30, 2007, and none have been
recorded.  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
consolidated financial statements.




16




On June
26, 2007, the Company and its affiliate, Properties (together with the Company
the “Claimants”), filed a Demand for Arbitration and Statement of Claim in the
Denver, Colorado office of the American Arbitration Association against Manns
Haggerskjold of North America, Ltd. (“Manns”), Scott Smith and Shannon Coe
(collectively the “Respondents”), Arbitration Case No. 77 148 Y 00236 07 MAV.
The Statement of Claim filed seeks to recover fees of $1.2 million paid to Manns
to obtain financing for the Company and Properties. The Claimants commenced the
Arbitration proceeding based upon the Respondents breach of the September 14,
2006 Commitment letter from Manns to Plazas that required Manns to loan Plazas
$150 million. The Statement of Claim sets forth claims for breach of contract,
fraud and misrepresentation and lender liability. On July 23, 2007, Respondents
filed their answer to the Statement of Claim substantially denying the
allegations asserted therein and interposing counterclaims setting forth claims
against the Company for breach of the Non-Circumvention Clause, breach of the
Exclusivity Clause and unpaid expenses. Respondents also assert counterclaims
for fraudulent misrepresentation and unjust enrichment. On Respondents’
counterclaim for breach of the Non-Circumvention Clause, Respondents claim
damages of $6,402,500. On their counterclaim for breach of the Exclusivity
Clause, Respondents claim damages of $3,693,750, plus an unspecified amount
related to fees on loans exceeding $2,000,000 closed by Properties or the
Company over the next five years. Respondents do not specify damages relative to
their other counterclaims.





On August
7, 2007, the Claimants filed their reply to counterclaims denying all of
Respondents material allegations therein. Respondents’ counterclaims were based
on the false statement that the Claimants had, in fact, received the financing
agreed to be provided by Manns from a third party.  The Respondents
subsequently withdrew all of their counterclaims.





The
parties have selected an Arbitrator and are presently engaged in
discovery.  The parties have exchanged documents and the depositions
of the parties have commenced and are scheduled to be concluded by the end of
November, 2008.  The hearing of the parties’ claims is scheduled to
commence before the Arbitrator on December 8, 2008.




On
September 7, 2006, the Company received a Formal Order of Private Investigation
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 Company produced all responsive documents
to the subpoenas .


On August
31, 2007, the Company was served with a second subpoena duces tecum (the “Second
Subpoena”) from the SEC pursuant to the Formal Order of Investigation issued by
the SEC on September 7, 2006. The Company continues to gather, review and
produce documents to the SEC and is cooperating fully with the SEC in complying
with the Second Subpoena. As of the date of this Report, the Company has
produced and will, if required, continue to produce responsive documents and
intends to continue cooperating with the SEC in connection with the
investigation.  On May 13, 2008, the Company received correspondence
from the SEC requesting the Company respond, in writing, to eleven questions
proffered by the SEC staff.  The Company provided its responses to the
eleven questions to the SEC on May 21, 2008.  The responsive
correspondence was signed by the Company’s outside SEC counsel, Buchanan
Ingersoll & Rooney, PC, after it was reviewed by the Company’s senior
management, as well as the Company’s outside financial consultant.





On July
29 and 30, 2008, the Company’s CEO, Mr. Frost and the Company’s Executive
Vice-President, Business Development, Mr. Nocito, were deposed by the
SEC.  The Company has been advised by its SEC counsel, who also
attended the depositions that it believes the primary focus of the investigation
is for the Company to complete its outstanding, delinquent SEC filings in order
to obtain filing compliance. See Note 18 – Subsequent Events.





On
October 1, 2007, the Company and its Chief Executive Officer (“CEO”) filed an
action in New York state court against Marcum & Kliegman, LLP (the Company’s
former auditors) and several of its partners for numerous claims, including
breach of contract, gross negligence and defamation.  The Company and
its CEO are seeking compensatory damages in the amount of at least $1 million
and punitive damages of at least $20 million. The claims asserted by the Company
and its CEO arise out of Marcum & Kliegman’s conduct with respect to the
preparation and filing of the Company’s SEC Reports.  On November 26,
2007, Marcum & Kliegman and its partners filed a motion to dismiss the
complaint on the ground that it fails to state a claim for relief as a matter of
law.  On May 5, 2008, the Court issued a written decision and order
sustaining the Company’s claims against Marcum & Kliegman for breach of
contract and defamation, but dismissed the Company’s claims for negligence,
gross negligence, breach of fiduciary duty and breach of covenant of good faith
and fair dealing against Marcum & Kliegman and the defamation claim against
the individual defendants.  Both the Company and Marcum & Kliegman
have filed appeals from the decision and order.  Discovery proceedings
have commenced and the Company intends to vigorously prosecute this
action.





On
January 7, 2008, the Company, its Chief Executive Officer, Gregory D. Frost, and
its Vice-President of Business Development, Frank Nocito, were served with a
summons and complaint in a purported class action complaint filed in the United
States District Court, District of New Jersey. This action, which seeks class
certification, was brought by shareholders of CCI Group, Inc. (“CCIG”). The
complaint relates to a Share Exchange Agreement (the “Share Exchange
Agreement”), dated July 7, 2006, between Properties and CCIG, pursuant to which
seventy percent (70%) of the outstanding and issued shares of CCIG were
exchanged for 618,557 shares of the Company’s common stock which were owned by
Properties of which 250,378 shares were to be distributed to the shareholders of
CCIG and the balance of the shares were to be used to pay debts of
CCIG.  Neither the Company nor Messrs. Frost or Nocito were parties to
the Share Exchange Agreement. Properties remain the largest shareholder of the
Company. The Share Exchange Agreement was previously disclosed by the Company in
its Current Report on Form 8-K filed with the SEC on July 7, 2006 as part of a
disclosure of a loan by the Company to Properties.




17




Each of
the Company and Messrs. Frost and Nocito believes it/he has defenses against the
alleged claims and intends to vigorously defend itself/himself against this
action and have filed a motion to dismiss the compliant.  The motion
has been fully briefed and submitted to the Court.  As of the date of
this Report, no decision has been issued with respect to the
motion.





On
September 17, 2008, an action was commenced in the Common Court of Pleas in
Northumberland County, Pennsylvania against Plazas by SCC3, LLC. The action
arises out of a note (the “Note”) made by Milton Properties, Inc. (“Milton”),
the owner of the real property (the “Property”) underlying the Milton travel
plaza which is leased to, and operated by, Plazas, to Silar Special
Opportunities Fund, L.P.(“Silar”) and a mortgage (the “Mortgage”) granted by
Milton to Silar on the Property to secure the Note. Silar subsequently assigned
the Note and Mortgage to the plaintiff, SCC3, LLC.  As further
security for Milton’s obligations under the Note, Milton assigned to Silar its
lease with Plazas for the Property and the rents therefore (the “Assignment of
Leases and Rent”). The lease (the “Lease”) for the property expires in
2013.  Silar also assigned its rights under the Assignment of Leases
and Rents to the plaintiff.  The complaint alleges that Milton is in
default of its obligations under the Note and Mortgage. As a result, plaintiff
alleges that it has exercised its rights under the Assignment of Lease and Rents
and revoked Milton’s right to collect rent for the Property. The plaintiff
further alleges that Plazas is in default of its obligations under the Lease and
that pursuant to the Assignment of Lease and Rents plaintiff has the right to
enforce the Lease and declare all rent for the remainder of the term of the
Lease to be due and payable. Plaintiff is seeking damages in the amount of
$17,855,024 representing the balance of rent due under the term of the
Lease.  Plazas has filed an answer denying the allegations of the
complaint. Plazas intends to vigorously defend this action and will make a
motion to dismiss the complaint. Please refer to Note 18 - Subsequent Events for
disclosures relating to other legal proceedings involving the
Company.




Doswell Sale
Agreement





On May
12, 2008, the Company entered into a sale agreement with T.S.O, Inc. (“TSO”) for
the sale of the Company’s assets located at its leased Doswell, Virginia travel
plaza.  In exchange for total consideration to the Company of
approximately $0.4 million, the Company agreed to transfer to TSO title to all
tangible and intangible assets (excluding corporate records) and liabilities
relating to the operations of the Doswell travel plaza.  TSO had until
October 12, 2008 to obtain and deliver a firm commitment letter for the purchase
price.  By letter dated November 6, 2008, the owner of the real
property underlying the Doswell travel plaza gave TSO notice that the contract
of sale was terminated.  During the period July 12, 2008 through the
termination of the contract of sale, TSO was obligated to pay the Company rent
in the amount of $75,000 per month.  The Company received $225,000
during the three month period ended September 30, 2008.





Lease of Newton
Facility





On July
14, 2008, the Company executed a triple net lease agreement with North Jersey
Oil, Inc. (North Jersey) for the use of the Company’s idled Newton, NJ fuel
terminal facility. The term of the lease is for thirty years.  Upon
execution, the lease agreement provides for a $250,000 cash payment to the
Company and the receipt of a $250,000 Tenant’s Promissory Note (together, the
“Basic Rent”). The note provides for interest at 8% and twelve monthly
payments.  Payments are to commence on the date that North Jersey
receives all of the necessary permits to conduct its operations at the Newton
site.  If within nine months of the execution date of the lease
agreement North Jersey is unable to secure the necessary operating permits or
during the same time North Jersey is advised that its applications for the
necessary operating permits have been denied, the Company will be obligated to
return the Basic Rent to North Jersey and terminate the lease
agreement.  The status of the operating permits as of the filing date
of this Quarterly Report on Form 10-Q is not known.  The lease
agreement also provides both the Company and North Jersey with storage and
throughput rights at their respective terminals at a cost to the user of $0.05
per gallon.  In addition, North Jersey is obligated to provide the
Company with an initial nine-month, $0.5 million fuel purchase credit facility
at a cost to the Company of $0.02 per gallon financed.  The lease
agreement also provides North Jersey with a $1.00 purchase option which North
Jersey can exercise upon payment in full, in cash, of all the Basic
Rent.





Note
16 - Related Party Transactions





Axis
Consulting





On August
27, 2007 the Company’s subsidiary, PriceEnergy.com, Inc., entered into a service
agreement with Axis Consulting Services, LLC. The agreement calls for Axis
Consulting to develop marketing plan (phase 1) and manage (phase 2) “The Energy
Store” (an e-commerce retail sales portal for energy products and services).
During phase 1, the terms are $2,750 per month and once phase 2 commences an
amount of $5,600 per month. This agreement ends on December 31,
2008.  Axis Consulting’s President (Joe Nocito) has a direct
relationship as the son of the Company’s Executive Vice-President Frank
Nocito.





PriceEnergy.com





As of
September 30, 2008 a total of four current officers, a former officer and a
related party of the Company own 8% of the common stock of the subsidiary,
PriceEnergy.com, which was incorporated in November 1999. The Company holds the
remaining shares of PriceEnergy.com.




18


Acquisition
of Assets of Properties





At
September 30, 2008, Properties owns approximately 74% of the Company’s
outstanding common stock.  Approximately 85.0% of the common stock of
Properties is owned by the Chelednik Family Trust, a trust established by Mr.
Nocito, an officer of the Company and his wife for the benefit of their
family.   The balance of the outstanding common stock of
Properties is owned by a limited liability company owned by Gregory D. Frost,
the Chief Executive Officer and Chairman of the Board of Directors of the
Company.





Properties
Financing





On July
5, 2006, the Company received $1,000,000 from Laurus in connection with the
issuance of a convertible term note.  Of the proceeds received from
Laurus in connection with the issuance of the convertible term note, the Company
loaned $905,000 to Properties in exchange for a note
receivable.  Properties used such proceeds to pay (i) certain
obligations of CCI Group, Inc. (“CCIG”) and its wholly-owner subsidiary, Beach
Properties Barbuda Limited (“BPBL”), which owned and operated an exclusive
Caribbean resort hotel known as the Beach House located on the island of
Barbuda, and (ii) a loan obligation owed by BPBL to Laurus which loan was used
by CCIG to acquire the Beach House.  Properties had previously
acquired a 70% interest in CCIG pursuant to a Share Exchange
Agreement.  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 was 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 Holder 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 the Beach House and evidence that BPBL and the Beach House are
current in all of their ongoing operational needs”.





The
aforementioned interest and fees were paid by the Company on January 11, 2007.
Further, the Company has used its best efforts to cause CCIG to provide reports
and information to Laurus as provided for in the securities purchase
agreement.





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 in
default payment (“Default Payment”) as well as accrued interest and fees of
approximately $12,000. 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.





In
consideration for the loan, Properties has granted the Company an option, (the
“Option") exercisable in the Company's sole discretion, to acquire 80% of the
CCIG stock Properties acquired from CCIG pursuant to the Share Exchange
Agreement. In addition, in the event that the Company exercises the Option, 80%
of the outstanding principal amount of the Properties note will be cancelled and
shall be deemed fully paid and satisfied. The remaining principal balance of the
Properties 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. The
Company did not exercise the Option prior to its expiration.  In the
event the Company does not exercise the Option, the Properties 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 Properties 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.





The
Company loaned Properties $1,730,000 as evidenced by a promissory note dated
July 27, 2005. This note and related interest were paid in full as of June 30,
2008, The note and accrued interest receivable have been recorded as contra
equity on the Company’s consolidated balance sheet as of September 30,
2007.





The
Company receives rent from Properties for office space occupied by Properties in
the Company’s New York City offices.  The Company has reduced gross
rent expense included in sales, general and administrative expenses in the
condensed consolidated statements of operations in the amount of $28,510 for the
three months ended September 30, 2008.





On June
1, 2005, Properties completed a financing that, may impact the Company. Pursuant
to the terms of the Securities Purchase Agreement (the "Agreement") among
Properties and certain purchasers (“Purchasers”), the Purchasers loaned
Properties 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.  Upon the May 30, 2007 completion of the business
combination with Properties and the Company’s board approving the transfer of
the debt that would also require the transfer of additional assets from
Properties as consideration for the Company to assume this debt, then the
Debentures are convertible into shares of our common stock at a conversion rate
of the lesser of (i) the purchase price paid by us for issuance of our
restricted common stock for the assets of Properties upon completion of the
business combination, or (ii) $3.00, subject to further adjustment as set forth
in the agreement.




19




The loan
is secured by real estate property owned by Properties in Pennsylvania and New
Hampshire.  Pursuant to the Additional Investment Right (the “AIR
Agreement”) among Properties and the Purchasers, the Purchasers may loan
Properties 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.  Pursuant to the Agreement, these
Debentures are in default, as Properties did not complete the business
combination with the Company prior to the expiration of the 12-month anniversary
of the Agreement.





Subsequent
to the consummation of the business combination, we may assume the obligations
of Properties under the Agreement.  However, the Company’s board of
directors must approve the assumption of this debt that requires that Properties
transfer additional assets or consideration for such assumption of
debt.  Based upon these criteria, it is highly unlikely the Company
will assume the obligations of Properties, including 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 us (the “Able Energy Transaction
Documents”).  Such documents provide that Properties 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 our common stock at a conversion
rate of the lesser of (i) the price of the restricted common stock of Able
issued to Properties for the purchase of Properties’ assets in connection with
the closing of the Company’s business combination with Properties , 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 our common stock at an exercise price of $3.75 per
share.  Pursuant to the Able Energy Transaction Documents, we 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 we sell securities at a purchase price
that is below the Conversion Price.  The stockholders of Properties
have agreed to escrow a sufficient number of shares to satisfy the conversion of
the $5,000,000 in outstanding Debentures in full.





During
the period June 1, 2007 through June 30, 2007, Plazas made $8,374,496 in
payments to its fuel supplier, TransMontaigne Product Services, Inc.
(“TransMontaigne”) on behalf of Properties during the transition of the
acquisition.  These payments were not made from any capital infusion
or advance made by Plazas, but rather from revenues from the ongoing operations
of the Travel Plazas. These payments were included in the advance to related
party receivable balance at September 30, 2007 (See Note 16). The offset of this
receivable occurred in October 2007 in conjunction with the note agreement of
October 5, 2007, amended and restated on November 30, 2007.





Manns
Haggerskjold of North America, Ltd. (“Manns”) Agreement





On May
19, 2006, the Company entered into a letter of interest agreement with Manns,
for a bridge loan to the Company in the amount of $35,000,000 and a possible
loan in the amount of $100 million based upon the business combination with
Properties ("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 diligence fee. The amount
outstanding relating to these advances as of June 30, 2008 was
$715,000.  As a result of not obtaining the financing (see below), the
entire $715,000 was expensed to amortization of deferred financing costs in the
year ended June 30, 2008.





As a
result of the Company receiving a Formal Order of Private 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 Properties, since
the Company’s stockholders had approved a business combination with Properties
and since the collateral for the financing by Manns would be collateralized by
real estate owned by Properties. Accordingly, on September 22, 2006, Properties
agreed that in the event Manns funds a credit facility to Properties rather than
the Company, upon such funds being received by Properties, 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, Properties received a term
sheet from UBS Real Estate Investments, Inc. (“UBS”) requested by Manns as
co-lender to Properties. Properties rejected the UBS offer as not consistent
with the Manns’ commitment of September 14, 2006. Properties subsequently
demanded that Manns refund all fees paid to Manns by Able and Properties. In
order to enforce its rights in this regard, Properties has retained legal
counsel and commenced an arbitration proceeding against Manns and its
principals. The Company and Properties intend to pursue their remedies against
Manns. All recoveries and fees and costs of the litigation will be allocated
between the Company and Properties in proportion to the amount of the Manns due
diligence fees paid.





Note
17 - Segment reporting





Since the
Company’s business combination with All American Plazas, Inc. on May 30, 2007,
the Company is engaged in two primary business activities, organized in two
reporting segments; the Oil Segment and the Travel Plaza Segment.  The
Company’s senior management manages the businesses and the expected long-term
financial performance of each segment.  The accounting policies of the
Segments are the same as those described in Note 3 - Summary of Significant
Accounting Policies.  There are no intersegment sales for any of the
periods presented below.




20




The
Company’s Oil Segment, consisting of Able Oil, Able NY, Able Melbourne (inactive
as of February 8, 2008, see note 15), Able Energy Terminal, LLC and PriceEnergy,
is engaged in the retail distribution of, and the provision of services relating
to, #2 home heating oil, propane gas, kerosene and diesel fuels. In addition to
selling liquid energy products, the Company offers complete heating, ventilation
and air conditioning (“HVAC”) installation and repair and other services and
also markets other petroleum products to commercial customers, including on-road
and off-road diesel fuel, gasoline and lubricants.





The
Company’s Travel Plaza Segment, consisting of Plazas, is engaged in the retail
sale of food, merchandise, fuel, personal services, onsite and mobile vehicle
repair, services and maintenance to both the professional and leisure driver
through a current network of ten travel plazas, located in Pennsylvania, New
Jersey, New York and Virginia.





The
following is the segment reporting for entities in existence at September 30,
2008 and comparisons to September 30, 2007 and June 30, 2008:





21




Three
      months ended
                September
      30,2008
              
              
              2007Revenues
              
              (Unaudited)
              
              
              (Unaudited)Oil
      Segment:#2
      heating oil
              
              $
              5,699,532
              
              
              $
              5,152,566Gasoline,
      diesel fuel, kerosene, propane & other lubricants
              
              
              3,537,541
              
              
              
              4,466,692Equipment,
      sales & installation
              
              
              456,175
              
              
              
              583,624Total
      Oil Segment
              
              $
              9,693,248
              
              
              $
              10,202,881Travel
      Plaza Segment:Fuels
              
              $
              37,658,418
              
              
              $
              48,652,531Non-Fuels
              
              
              5,658,941
              
              
              
              8,137,958Total
      Travel Plaza Segment
              
              $
              43,317,359
              
              
              $
              56,790,489Total
      revenues
              
              $
              53,010,607
              
              
              $
              66,993,371Depreciation &
      amortizationOil
      Segment
              
              $
              155,343
              
              
              $
              242,208Travel
      Plaza Segment
              
              
              257,905
              
              
              
              316,038Total
      depreciation and amortization
              
              $
              413,248
              
              
              $
              558,247Interest
      ExpenseOil
      Segment
              
              $
              230,240
              
              
              $
              218,978Travel
      Plaza Segment
              
              
              148,313
              
              
              
              217,154Total
      interest expense
              
              $
              378,553
              
              
              $
              436,133Segment
      LossOil
      Segment
              
              $
              (362,984
              )
              
              $
              (2,236,089
              )Travel
      Plaza Segment
              
              
              (1,169,422
              )
              
              
              (2,073,816
              )Total
      segment loss
              
              $
              (1,532,407
              )
              
              $
              (4,309,905
              )September
      30,
              
              
              June
      30,Inventories
              
              2008
              
              
              2008Oil
      Segment:
              
              (Unaudited)
              
              
              (Audited)#2
      heating oil
              
              $
              275,976
              
              
              $
              131,418Diesel
      fuel
              
              
              17,220
              
              
              
              37,991Kerosene
              
              
              20,816
              
              
              
              20,115Propane
              
              
              57,320
              
              
              
              37,632Parts,
      supplies and equipment
              
              
              200,182
              
              
              
              200,182Total
      Oil Segment
              
              $
              571,514
              
              
              $
              427,339Travel
      Plaza Segment:Fuels
              
              $
              682,277
              
              
              $
              791,674Non-fuel
              
              
              1,541,213
              
              
              
              1,505,302Total
      Travel Plaza Segment
              
              
              2,223,490
              
              
              
              2,296,976Inventory
              
              $
              2,795,004
              
              
              $
              2,724,315GoodwillOil
      Segment
              
              $
              -
              
              
              $
              -Travel
      Plaza Segment
              
              
              11,046,179
              
              
              
              11,046,179Total
      goodwill
              
              $
              11,046,179
              
              
              $
              11,046,179All Other
      AssetsOil
      Segment
              
              $
              8,248,470
              
              
              $
              10,259,230Travel
      Plaza Segment
              
              
              10,711,588
              
              
              
              10,713,274Total
      all other assets
              
              $
              18,960,058
              
              
              $
              20,972,504Total
      AssetsOil
      Segment
              
              $
              8,819,984
              
              
              $
              10,686,569Travel
      Plaza Segment
              
              
              23,981,257
              
              
              
              24,056,429Total
      assets
              
              $
              32,801,241
              
              
              $
              34,742,998




22




The
Company did not have any operations outside the United States of
America.  Accordingly, all revenues were generated from domestic
transactions, and the Company has no long-lived assets outside the United States
of America. The Company has recorded a deferred income tax liability for the
three months ended September 30, 2008 of $57,000 pertaining to the temporary
difference in amortization of goodwill and intangibles for book and tax
purposes.





Note
18 - Subsequent Events





Credit Card Receivable
Financing





On
November 5, 2008 the Oil Segment of the Company and its subsidiary,
PriceEnergy.com, refinanced their loan with Credit Cash, in the amount of
$250,000. The outstanding Credit Cash loans to the Oil Segment of the Company as
of September 30, 2008, were $349,814.





Litigation





On
October 7, 2008 a complaint was filed in the United States District Court for
the Western District of Texas by Petro Franchise Systems, LLC and TA Operating
LLC, (collectively the “Plaintiffs”), against Properties, Plazas and The
Chelednik Family Trust (the “Trust”), (collectively the “Defendants”). The
complaint seeks monetary damages and injunctive relief arising out of
Properties’ and Plazas’ alleged breach of Petro franchise agreements for the
Petro travel centers located in Breezewood and Milton, Pennsylvania and the
Trust’s guaranty of the Milton franchise agreement.  Plaintiffs are
seeking damages in the amounts of $149,851 and $154,585 for the alleged breach
of the Breezewood and Milton franchise agreements, respectively. In addition,
the complaint is requesting damages for violations of the Lanham Act, including
the continued purported improper use by Properties and Plazas of the registered
Petro trademarks and the dilution of those trademarks; unfair competition and
unjust enrichment; trademark infringement under Texas state law; and,
conversion. As of the date of this Report, the complaint has not been served
upon the defendants.





Change in
Officers





On
October 22, 2008, Louis Aponte was appointed as President of the Company’s home
heating oil subsidiaries. Mr. Aponte will be responsible for the daily
operations of Able’s home heating business, as well as the operation of Able’s
Rockaway Terminal. Mr. Aponte is taking the place of Christopher Westad who will
remain with the Company working in its New York offices in charge of special
projects for the Company.





Fuel
Financing





On
October 31, 2008, Plazas entered into agreements with UCP Capital Management,
LLC (“UCP”) pursuant to which UCP will arrange for the consignment and
distribution of gasoline obtained from Gulf Oil or Valero Oil terminals and
motor diesel fuel at the travel plazas operated by Plazas. Once delivered,
Plazas will have complete control over the product delivered including the
retail prices at which the gasoline is sold. UCP will retain the cost of the
fuel as determined by the Gulf or Valero Branded Rack price for the gasoline or
its cost of the diesel fuel plus two cents plus all applicable taxes and
delivery charges per gallon for each gallon of gasoline delivered by UCP and
sold by Plazas in a given month. Plazas will retain the difference between the
amount retained by UCP and the price per gallon of gasoline or diesel fuel sold.
Pursuant to this agreement the gasoline islands at the travel plazas operated by
Plazas will be branded with either the Gulf or Valero trade name. The term of
the agreements shall be effective on November 1, 2008 and run through October
31, 2013.





Amendment To the S&S
Settlement Agreement





On
October 31, 2008, the Company and S&S NY Holdings, Inc. (“S&S”) entered
into an agreement amending (the “Amendment”) the Settlement Agreement entered
into between the Company and S&S on July 22, 2008, See Note 11 and Part II,
Item 5 for disclosure regarding that Agreement.  The Amendment
provides that the Company has the right to repurchase S&S’s interest in Able
PA for the sum of $548,910 payable $250,000 upon the signing of the Amendment
and the balance ten business days thereafter. In the event that the balance is
not paid within the time period specified, S&S shall retain the initial
payment of $250,000 and its 90% interest in Able PA.  The Company has
made these payments to S&S and, as a result, S&S no longer has any
interest in Able PA.  The Amendment further provides that the Company
may repurchase S&S’s 49% interest in Able NY for the sum of $550,000 payable
$150,000 within thirty days after the repurchase of Able Pa; commencing thirty
days after such payment, eight (8) equal monthly installments each in the amount
of $30,000; and the balance of $160,000 to be made thirty days after the final
monthly installment is paid. S&S shall retain its 49% interest in Able NY as
security for such payments. However, as long as Able is not in default of such
payments, S&S shall have no rights whatsoever with respect to its shares of
stock in Able NY, including, but not limited to any distribution of any
revenues, profits, (losses) or net profits or (losses) of Able
NY.  In the event that Able defaults in making such payments and fails
to timely cure such default, S&S shall retain full ownership with all
attendant shareholder rights thereto of its shares of stock in Able NY,
provided, however, S&S’s ownership percentage of Able NY will be reduced by
the percentage of payments made to Able NY prior to the default as applied to
the total purchase price for S&S’s interest in Able NY. The Amendment also
cancelled the Consulting Agreement which was to be entered into pursuant to the
terms of the Settlement Agreement between Able NY and S&S in exchange for a
payment of $60,000 to be made at the time the final payment is due for payment
of the Able NY shares.




23




Sublease of Travel
Plazas





Effective
November 1, 2008, All American Plazas, Inc. subleased the operation of the
Carlisle Gables, Harrisburg Gables and Frystown Gables plazas to independent
third parties each for a term of three years. Plazas determined the sublease of
these facilities would cut its costs, but Plazas also maintained the right to
supply the fuel to these plazas on a cost plus basis, which it believes, will
result in a net profit to the Company. Each of the subleases provides for the
purchase of the existing inventory and the Frystown Gables sublease provides for
a three month abatement of rent.





SEC Formal Order of Private
Investigation





On
November 18, 2008, the Company’s current auditors and one of its partners
received subpoenas duces tecum from the SEC requesting the production of
documents and their testimony in regard to the SEC Formal Order of Private
Investigation received by the Company on September 7, 2006.





24





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 on March 13, 1997, in the state of
Delaware. Its current wholly-owned subsidiaries are Able Oil Company, Inc.
(“Able Oil”), Able Energy New York, Inc. (as of July 22, 2008 the Company owns
51%. (See Note 18). (“Able NY”), Able Oil Melbourne, Inc. (inactive, as of
February 8, 2008, see Note 15), (“Able Melbourne”), Able Energy Terminal, LLC,
PriceEnergy.com Franchising LLC (inactive), Able Propane, LLC (inactive), and
its majority owned (92%) subsidiary, PriceEnergy.com, Inc. (“PriceEnergy”) and
All American Plazas, Inc. (“Plazas”).  Able, together with its
operating subsidiaries, are hereby also referred to as the Company.





Since the
Company’s business combination with All American Plazas, Inc. now known as All
American Properties, Inc. (“Properties”) on May 30, 2007, the Company is engaged
in two primary business activities, organized in two Segments; the Oil Segment
and the Travel Plaza Segment.





The
Company’s Oil Segment, consisting of Able Oil, Able NY, Able Melbourne, Able
Energy Terminal, LLC and PriceEnergy, is engaged in the retail distribution of,
and the provision of services relating to, #2 home heating oil, propane gas,
kerosene and diesel fuels. In addition to selling liquid energy products, the
Company offers complete heating, ventilation and air conditioning (“HVAC”)
installation and repair and other services and also markets other petroleum
products to commercial customers, including on-road and off-road diesel fuel,
gasoline and lubricants. On July 22, 2008, the Company entered into a Settlement
Agreement with S&S NY Holdings, Inc. (“S&S”) which provided for
repayment of loans due from the Company to S&S in the amount of $997,820 in
exchange for S&S receiving 49% of the issued and outstanding shares of stock
of Able NY and a 90% interest in the Company’s Easton and Horsham, Pennsylvania
operations (“Able PA”). See Note 18–Subsequent Events to the Condensed
Consolidated Financial Statements for disclosure regarding the October 31, 2008
Amendment to the Settlement Agreement granting the Company the right to
repurchase S&S’s interest in Able NY and Able PA.





The
Company’s Travel Plaza Segment, operated by Plazas, is engaged in the retail
sale of food, merchandise, fuel, personal services, onsite and mobile vehicle
repair, services and maintenance to both the professional and leisure driver
through a current network of ten travel plazas, located in Pennsylvania, New
Jersey, New York and Virginia.




Management's
Discussion and Analysis of Financial Condition and Results of Operation contain
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




25




§
            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.





CRITICAL
ACCOUNTING POLICIES





Critical
Accounting Policies and Estimates





Our
significant accounting policies are described in Note 3 of the consolidated
financial statements included in this Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008.  The consolidated financial
statements are prepared in accordance with United States generally accepted
accounting principles which require management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





We
consider the following policies to be the most critical in understanding the
judgments involved in preparing the consolidated financial statements and the
uncertainties that could impact our results of consolidated operations,
financial condition and cash flows.





Revenue
Recognition, Unearned Revenue and Customer Pre-Purchase Payments





Sales of
travel plaza services, 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 are recorded as a current liability until the fuel is
delivered to the customer, at which time the payments are 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 quarter in which such determination is made.




26


RECENT
ACCOUNTING PRONOUNCEMENTS





In June
2005, the Financial Accounting Standards Board (“FASB”) issued SFAS 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 APB No. 20 and SFAS 6,
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
applied these requirements to any accounting changes after the implementation
date. The application of SFAS 154 did not have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.





In June
2005, the FASB ratified Emerging Issues Task Force (“EITF”) No. 05-1,
“Accounting for the Conversion of an Instrument That Becomes Convertible upon
the Issuer’s Exercise of a Call Option” (“EITF No. 05-1”) which addresses that
no gain or loss should be recognized upon the conversion of an instrument that
becomes convertible as a result of an issuer’s exercise of a call option
pursuant to the original terms of the instrument. EITF No. 05-1 is effective for
periods beginning after June 28, 2006. The adoption of this pronouncement did
not have an effect on the Company’s consolidated financial position, results of
operations or cash flows.





In June
2005, the FASB ratified EITF Issue No. 05-2, “The Meaning of ‘Conventional
Convertible Debt Instrument’ in EITF Issue No. 00-19, “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock”, which addresses when a convertible debt instrument should be considered
conventional for the purpose of applying the guidance in EITF No. 00-19. EITF
No. 05-2 also retained the exemption under EITF No. 00-19 for conventional
convertible debt instruments and indicated that convertible preferred stock
having a mandatory redemption date may qualify for the exemption provided under
EITF No. 00-19 for conventional convertible debt if the instrument’s economic
characteristics are more similar to debt than equity. EITF No. 05-2 is effective
for new instruments entered into and instruments modified in periods beginning
after June 29, 2005. The Company has applied the requirements of EITF No. 05-2
since the required implementation date. The adoption of this pronouncement did
not have an effect on the Company’s 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”, 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
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
has not had a material effect on the Company’s consolidated financial position,
results of operations or cash flows.





In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets”, which amended SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities”, with respect to the
accounting for separately recognized servicing assets and servicing
liabilities.  SFAS 156 permits an entity to choose either the
amortization method or the fair value measurement method for each class of
separately recognized servicing assets or servicing
liabilities.  Adoption is effective after the beginning of the first
fiscal year that begins after September 15, 2006.  The application of
this statement has not had a material impact on the Company’s consolidated
financial statements.





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 the
beginning of the Company's year ending June 30, 2007, with the cumulative
effect of the change in accounting principle recorded as an adjustment to
opening retained earnings.  The application of this statement has not
had a material impact on the Company’s consolidated financial
statements.




27




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.  This statement does not require any new fair
value measurements, but provides guidance on how to measure fair value by
providing a fair value hierarchy used to classify the source of the
information.  SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and all interim periods within those fiscal
years.  In February 2008, the FASB released FASB Staff Position (FSP
FAS 157-2 – Effective Date of FASB Statement No. 157) which delays the effective
date of SFAS No. 157 for all non-financial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually), to fiscal years beginning
after November 15, 2008 and interim periods within those fiscal
years.  The Company is currently evaluating the impact of adoption of
this statement on its financial and nonfinancial assets and
liabilities.





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 did not 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 application of
this Statement has not had a material impact on the Company’s consolidated
financial statements.





In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements–an amendment of ARB No. 51.”  SFAS
160 establishes accounting and reporting standards pertaining to ownership
interests in subsidiaries held by parties other than the parent, the amount of
net income attributable to the parent and to the noncontrolling interest,
changes in a parent’s ownership interest and the valuation of any retained
noncontrolling equity investment when a subsidiary is
deconsolidated.  This statement also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS 160 is
effective for fiscal years beginning on or after December 15,
2008.  TheCompany is in the
process of evaluating the effect that the adoption of SFAS 160 will have on its
consolidated results of operations, financial position and cash
flows.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (SFAS 141R).  SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill
acquired.  SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination.  SFAS 141R is effective for financial statements issued
for fiscal years beginning after December 15, 2008.   The Company
is currently evaluating the potential impact of adoption of SFAS 141R on its
consolidated financial statements.





In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and
Hedging Activities”.  The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early adoption
encouraged.  The Company is currently evaluating the impact of
adopting SFAS No. 161 on its consolidated financial statements.





In May
2008, the FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted
Accounting Principles”.  The new standard identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  SFAS No. 162 will become
effective 60 days following the SEC’s approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles.  Adoption
of SFAS No. 162, upon its effectiveness, is not expected to have a material
impact on the Company's consolidated financial position, results of operations
or cash flows.




28




RESULTS
OF OPERATIONS





Three
Months Ended September 30, 2008 Compared To Three Months Ended September 30,
2007





During
the quarter ended September 30, 2008, the Company’s total revenues from its Oil
and Travel Plaza Segments were $53.0 million. The $14.0 million decrease in
revenue over the same period last year is discussed below.





Oil
Segment





Net sales
for the three months ended September 30, 2008 were $9.7 million compared to
$10.2 million in the same period last year, a decrease of $0.5 million, or
4.99%. A $0.5 million, increase in #2 Heating Oil sales was primarily due to an
increase in retail marketing price strategy in the Segment overall, along with a
more competitive variance between the Oil Segment online Price Energy subsidiary
and the Oil Segment core New Jersey territory results.  This was
offset by a $0.9 million decrease in other fuel sales due primarily to a marked
drop in retail pricing in the industry overall due to changing economic
conditions.





Gross
profit increased $0.5 million to $1.1 million and gross profit margin percent
for the three months ended September 30, 2008 increased to 11.3% from 5.5% last
year. The increase in gross profit margin percent was the result of keeping
inventory levels low during the volatile downward swings in the wholesale price
and not decreasing margins as quickly as the wholesale market
dropped.





Selling,
general and administrative expense for the three months ended September 30, 2008
decreased by $0.7 million to $1.2 million, or 39.1%, compared to the same period
in the prior year. This is predominately related to a decrease in our audit and
legal fees and staff reductions.





Total
other expenses decreased to a net expense of $0.1 million in the three months
ended September 30, 2008, down from $0.7 million last year. This is
predominately due to an increase in rental revenues and a decrease in
amortization of debt discount expenses.





As a
result of the above noted performance for the three months ending September 30,
2008, net loss decreased approximately $1.8 million or 83.7%, to a net loss of
$0.4 million.





Travel
Plaza Segment





Net sales
for the three months ended September 30, 2008 were $43.3 million down from $56.8
million from the same period a year ago.  The decrease of $13.5
million is a result of a drop in gallon sales due to the closure of the
Strattanville site, leasing of the Doswell facility and economic downturn of the
trucking industry.  Other factors effecting the drop in gallons were
the tightening of the Travel Plaza extension of credit to its customers during
the current economy and the drop in wholesale pricing which affects the street
pricing strategy used to market to the customer.





Gross
profit for the period was $2.6 million down from $2.9 million for the three
months ended September 30, 2008 and September 30, 2007,
respectively.  This is a direct result of the wholesale pricing
provided by the main supplier of the Travel Plaza segment being significantly
higher than the prior year along with the street pricing moving down with the
market to move the more expensive product purchased prior to the market
downturn.





Selling,
general and administrative expense for the three months ended September 30, 2008
decreased by $1.0 million to $3.6 million from the same period last
year.  This was brought about by reductions in staff to operating
locations as well as those that have been closed or leased.





Total
other income for the three months ended September 30, 2008 was $180,000, an
increase of $129,000 from the same period last year.  This is
predominately from the leasing of the Doswell facility along with a decrease in
interest expense.





Net loss
of the Travel Plaza Segment was $1.2 million for this three-month period ended
September 30, 2008 a decrease of $0.9 from the same periods last
year.





LIQUIDITY
AND CAPITAL RESOURCES





The Oil
Segment had a net (loss) of $0.4 million and $2.62 million for the three-month
periods ended September 30, 2008 and September 30, 2007, respectively and ended
the three-month period with a working capital deficiency of $8.4 million. The
$1.6 million increase in working capital deficiency since June 30, 2008 is
directly related to the customer prepurchase liability and the partial use of
these prepaid dollars to fund operations during the three month period ending
September 30, 2008 and the additional borrowing of funds to offset this use. The
Oil Segment continued to draw on its credit line during the
quarter.  The Company intends to seek new financing for its Oil
Segment to increase profitability in order to improve its liquidity position as
well as investigate possible areas into which it may be able to expand to
increase its business.





The
Travel Plaza Segment had a net loss of $1.2 million and $2.1 million for the
three-month periods ended September 30, 2008 and September 30, 2007,
respectively and ended the three month period with a working capital deficiency
of $5.7 million, an increase of $0.4 million.  The Company addressed
the Travel Plaza Segments liquidity needs by securing additional funds by
increasing the amount of its credit card receivable financing.




29




The
Company overall had a net loss of $1.5 million and $4.3 million for the three
month periods ended September 30, 2008 and September 30, 2007, respectively and
provided cash by operations of $1.3 million for the three month period ended
September 30, 2008.





The
Company overall had a working capital deficiency of $14.1 million at September
30, 2008 compared to a working capital deficiency of $12.9 million at June 30,
2008. The increase in the working capital deficiency of $1.2 million was
primarily due to an increase in the Company’s customer prepurchase liability and
additional financings.





As of
September 30, 2008, the Company had a cash balance of $3.7 million and $1.2
million of available borrowings through its credit line facility, potentially
offset by $3.0 million in obligations for funds received in advance under the
pre-purchase fuel program.





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.





In
addition, to the consolidation of the Company’s combined business as outlined
above, in a further effort to increase its liquidity, the Company is pursuing
other lines of business, which include expansion of its current commercial
business into other products and services such as solar energy and other energy
related home services. The Company is also evaluating all of its business
segments for cost reductions and efficiency improvements. However, there can be
no assurance that we will be successful in our efforts to enhance our liquidity
situation.





The
Company will also pursue opportunities to procure an overall fuel supply program
that encompasses both operating segments of its business to enable better
profitability for both Segments. The Company also intends to aggressively pursue
potential expansion into new market areas for both Segments.





The
Company will also evaluate within each Segment of operations those areas that
are more productive than others and either restructure, lease, sell or
discontinue selected operations of our businesses until a better use of our
assets is available or economic conditions allow for continued
expansion.





On May
13, 2005, the Company entered into a $1,750,000 line-of-credit agreement (the
“Agreement”) with Entrepreneur Growth Capital, LLC (“EGC”). The loan is secured
by certain eligible accounts receivable, inventory and certain other assets as
defined in the agreement. The line bears interest at Citibank's prime rate, plus
4% per annum (9.0% at March 31, 2008 and 12.25% at June 30, 2007) not to exceed
24%, with a minimum interest of $9,000 per month. The line also requires an
annual facility fee and monthly collateral management fees equal to 2% and
0.025%, respectively. In addition, deposits are not credited to our account
until four business days after receipt by EGC. On December 28, 2007 and February
11, 2008 the Company received Over Advances each in the amount of $250,000 on
its line of credit with ECG. Terms on the over advance were thirty days. On
February 25, 2008, the Company increased an existing credit line by executing a
Fuel Purchase Loan (“FPL”) agreement with EGC.  The increase, in the
amount of $0.5 million, is a further extension of credit under an existing May
13, 2005 agreement between the Company and EGC (the “Loan Agreement”) In
addition to the general terms of the Loan Agreement, under the repayment terms
of the FPL, EGC will reduce the loan amount outstanding by applying specific
amounts from the Company’s availability under the Loan
Agreement.  These amounts start at $2,500 per business day, commencing
March 1, 2008, gradually increasing to $10,000 per business day on June 1, 2008
and thereafter until the FPL is paid in full.  In further
consideration for making the FPL, commencing February 22, 2008, EGC shall be
entitled to receive a revenue share of four cents ($0.04) per gallon of fuel
purchased with the FPL funds, subject to a $5,000 per week minimum during the
first seven weeks of the program.  The balance due as of September 30,
2008 was $539,234 with an available balance as of September 30, 2008 of
$1,210,766. The Agreement renews annually unless terminated by either party, as
provided for in the Agreement.





On
January 8, 2007, Plazas entered into an Account Purchase Agreement with Crown
Financial (“Crown”) whereby Crown advanced $1,444,775 to Plazas in exchange for
certain existing accounts receivables and taking ownership of new accounts
originated by Plazas.  Repayment of the loan is to be made from the
direct payments to Crown from the accounts it purchased from Plazas and a fee
equal to 2.5% of the outstanding advance for the preceding period payable on the
15th
and 30th day of
each month.  The Crown loan is secured by the mortgages on the real
property and improvements thereon owned by Properties known as the Strattanville
and Frystown Gables truck stop plazas and a personal guarantee by Frank Nocito,
an Executive Vice President of the Company and through a family trust the
largest shareholder of the Company.  Subsequent to the May 2007
closing of the business combination between the Company and Properties, on July
1, 2007 the Account Purchase Agreement between Plazas and Crown Financial was
amended and modified from “Eligible Accounts having a 60 day aging” to a “90 day
aging that are not reasonably deemed to be doubtful for collections” and the fee
of 2.5% payable on the 15th and
30th
day of each month has been modified to 1.375%. The Company has assumed this
obligation based on the business combination; however, Properties has agreed to
continue to secure this financing with the aforementioned mortgages on real
property owned by Properties. The balance due on the Crown note at September 30,
2008 was $473,558.




30




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 a 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, which began on 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.  On July 18, 2007, August 3, 2007, November 9, 2007,
January 18, 2008, February 14, 2008, April 11, 2008 and August 14, 2008, the
Company, in accordance with its agreement with Credit Cash, refinanced the loan
in the amounts of $250,000, $300,000, $1,100,000, $500,000, $500,000, $800,000
and $500,000, respectively. The outstanding Credit Cash loan as of September 30,
2008 was $349,814.





Prior to
the business combination between Properties and the Company, Properties entered
into a loan agreement with Credit Cash, which was an advance against credit card
receivables at the truck stop plazas then operated by Properties.  As
a result of the business combination, this obligation was assumed by the
Company’s newly formed, wholly-owned subsidiary, Plazas as it became the
operator of the truck stop plazas. Credit Cash, while acknowledging the business
combination, has continued to obligate both Properties and Plazas in their loan
documents as obligors of the loan.





On July
16, 2007, Credit Cash agreed to extend further credit of $400,000 secured by the
credit card receivables at the truck stops operated by Plazas.  This
July 16, 2007 extension of credit agreement was in addition to and supplemented
all previous agreements with Credit Cash. Terms of the original loan and
extensions called for repayment of $1,010,933 plus accrued interest which will
be repaid through Credit Cash withholding 15% of credit card collections from
the operations of the truck stop plazas until the loan balance is paid in full.
The interest rate is prime plus 3.75% (8.75% at June 30, 2008). There are
certain provisions in the agreement, which allows the Lender to increase the
withholding, if the amount it is withholding is not sufficient to satisfy the
loan in a timely manner. However, on November 2, 2007, January 18, 2008 and
again on August 14, 2008, Credit Cash again agreed to extend an additional
credit in the amount of $1,100,000, $600,000 and $900,000, respectively. Terms
of the agreement are the same as the prior July 16, 2007 financing. The
outstanding balance of the loan as of June 30, 2008 was $328,474 plus accrued
interest.  Please refer to Note 18–Subsequent Events,for disclosure
relating to an additional transaction with Credit Cash subsequent to September
30, 2008.





On
October 17, 2007, the Company entered into a loan agreement with S&S NY
Holdings, Inc. (“S&S”) for $500,000 to purchase #2 heating fuel. The term of
the agreement is for 90 days with an option to refinance at the end of the
90-day period for an additional 90 days. The repayment of the principal amount
will be $.10 cents per gallon of fuel sold to the Company’s customers excluding
pre-purchase gallons. An additional $.075 per gallon will be paid as interest.
The agreement also provides that in each 30-day period the interest amount can
be no less than $37,500.00.  As of February 15, 2008 the Company had
repaid $137,180 and exercised its right to refinance the amount until March 31,
2008. The amount outstanding on this note at March 31, 2008 was
$362,820.  On December 20, 2007, the Company entered in to a second
loan agreement with S&S for $500,000 to purchase #2 heating
fuel.  The term of the agreement is through March 31,
2008.  The repayment of principle is not due until the maturity
date.  An additional $0.075 per gallon will be paid as interest. The
agreement also provides that in each 30-day period the interest amount can be no
less than $37,500.  On July 22, 2008, the Company entered into an
agreement with S&S which provided for repayment of the loans from S&S in
the amount of $997,820 in exchange for granting S&S a 49% interest in Able
NY, a wholly owned subsidiary of the Company, and a 90% interest in the
Company’s Easton and Horsham, PA operations (“Able PA”). This agreement was
subsequently amended on October 31, 2008 granting the Company the right to
repurchase S&S’s interests in Able NY and Able PA. See “Amendment to S&S
Settlement Agreement” in Note 18–Subsequent Events, in the Condensed
Consolidated Financial Statements in this Report.





The
business combination between Properties and the Company pursuant to which the
Company would acquire the businesses, which would constitute the Company’s
Travel Plazas Segment, was approved by a special supermajority (as required
under Delaware corporate law) of the Company’s unrelated-party shareholders at a
special meeting of shareholders held on August 29, 2006. Separately, on August
30, 2006, the Company received a Formal Order of Private Investigation from the
SEC pursuant to which the Company and 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 our securities and our disclosures or
failures to disclose material information in the Company’s SEC required filings.
Upon the Company notifying its then auditors, Marcum & Kliegman, LLP
(“M&K”) of the Company’s receipt of the Formal Order and subpoenas, M&K,
as a condition to its continued engagement as the Company’s auditors, required
that the Company delay the completion of the business combination until
after M&K completed the audit for year ended June 30, 2006. The Company
acquiesced to that condition. By letter dated September 27, 2006, M&K
notified the Company that it would implement new and additional auditing
procedures in light of the Formal Order. The audit for the year ended June 30,
2006 was not completed until April 12, 2007. M&K billed approximately 3,500
hours for the audit at a cost in excess of $800,000. In addition, the Company
retained outside consultants, Financial Consulting Strategies, LLC (FCS”) to
assist with the audit at a cost of more than $175,000. FCS was recommended by
M&K to assist the Company since M&K stated it has worked with FCS on
audit matters for other clients of M&K.  The fees incurred by the
Company in connection with the audit for the year ended June 30, 2006
significantly exceeded the Company’s initial expectations as a result of the
events described in this paragraph.




31




The
result of M&K’s condition that the completion of the business combination be
delayed until the 2006 audit was completed together with the substantial delay
in completing the 2006 audit caused the Company substantial loss of opportunity,
substantial expense and resulted in the Company not being current with its SEC
filing requirements.





On May
30, 2007, the Company finally completed its previously announced business
combination between Properties 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 Properties. 10 million shares were issued directly to Properties and
the remaining 1,666,667 shares were issued in the name of Properties in escrow
pending the decision by the Company’s Board of Directors relating to the
assumption of certain Properties secured debentures. The acquisition included
all assets comprising eleven truck plazas other than the underlying real estate
and the buildings thereon.





Thereafter,
as the Company commenced the integration of the two entities, the Company had
immediate short-term cash issues resulting from the extraordinary additional
legal and accounting expenses relating to the 2006 audit and the SEC
investigation.  Those expenses coupled with the Company’s inability to
raise debt or equity capital as a result of it being out of SEC filing
compliance and the lack of current financial statements left the Company in a
precarious position. By the fall of 2007, All American Plazas, Inc. (“Plazas”),
the Company’s wholly-owned subsidiary formed to operate the travel plaza
businesses acquired in the business combination, was utilizing its current cash
to meet not only its needs, but also those of the Company. The Company was also
experiencing a substantial decline in its business in the period from September
through December 2007 due, in large part, to an unusually warm fall and early
winter season. During this period a substantial portion of the Company’s cash
requirements were paid by Plazas from operations of the Travel Plazas
Segment.  Also during this period, the Travel Plazas Segment started
to experience a reduction of truck traffic at its facilities. By the spring of
2008, the Travel Plazas Segment had experienced a reduction of approximately 35%
to 40% in its diesel fuel sales. This reduction was the result of a weakening
economy and the substantial escalation of the cost of diesel fuel. In addition,
with the substantial increase of the cost of the Travel Plazas Segment’s main
product, Plazas also experienced an increase in the cost of its credit card
processing fees. The fee charged Plazas for processing credit cards at its
travel plazas is based upon a multiple of the purchase price. The unprecedented
increase in the cost of motor fuel through the summer of 2008 and the concurrent
increase in credit card processing fees required the Company to enter into
short-term loans with Credit Cash, LLC by financing its credit card receivables
to permit the Company to meet its expenses. The costs and rates incurred on
these loans were extremely expensive. As a result, the Company’s financial
condition rapidly deteriorated.





The
Company entered into a fuel supply agreement on May 8, 2008 with Atlantis
Petroleum, LLC, which has assisted Plazas in meeting the diesel fuel
requirements for the Travel Plaza Segments facilities in Pennsylvania by
providing a ten day credit facility for the payment of these fuel
purchases.





By
September 2008 the cost of fuel began to decline which has helped the Company
with certain of its cash requirements; however, the domestic and global economy
has continued to experience a turbulent decline creating great uncertainty in
the United States markets and economy. The Company is taking actions to meet
this challenge, however, there can be no assurances that the Company will be
able to adequately meet the uncertainties of the current economic
down-turn.





In order
to conserve its capital resources as well as to provide an incentive for the
Company’s employees and other service vendors, 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 home heating-oil business by expanding distribution programs and developing
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.





Subsequent
to September 30, 2008, the Company executed financing agreements and engaged in
other activities to enhance its liquidity (See, Note 18 to Financial Statements,
“Subsequent Events”).





The
Company has also been waiting to receive the final report from the SEC with
respect to its Formal Order of Private Investigation. While the Company has no
reason to believe there will be a negative finding by the SEC, until the
issuance of the SEC’s final report, this will continue to have an adverse impact
on the Company’s ability to raise new capital even if the Company achieves
filing compliance





There can
be no assurance that the financing or the cost saving measures or the
anticipated plans of the Company as identified above will be satisfactory in
addressing the short-term liquidity needs of the Company. In the event that
these plans cannot be effectively realized, there can be no assurance that the
Company will be able to continue as a going concern.





Seasonality





The
Company’s Oil Segment operations are subject to seasonal fluctuations, with a
majority of the Oil Segment’s business occurring in the late fall and winter
months. Approximately 60% to 65% of the Oil Segment’s revenues are earned and
received from October through March; most of such revenues are derived from the
sale of home heating products, primarily #2 home heating
oil.  However, the seasonality of the Oil Segment’s business is
offset, in part, by an increase in revenues from the sale of HVAC products and
services, diesel and gasoline fuels during the spring and summer months due to
the increased use of automobiles and construction apparatus.




32




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





Seasonal
issues have an insignificant impact on the Company’s Travel Plaza
Segment.  While leisure travel has a tendency to moderate somewhat in
the winter months in the geographic areas in which we operate, revenue related
to the leisure traveler is relatively insignificant compared to fuel and
services related revenue generated by our professional driving
customers.





Future
Operating Results





Future
operating results, which reflect management’s current expectations, may be
impacted by a number of factors that could cause actual results to differ
materially from those stated herein.  These factors include worldwide
economic and political conditions, terrorist activities, industry specific
factors and governmental agencies.




Item 3. Quantitative and Qualitative Disclosures about
Market Risk





Exchange
Rate, Interest Rate and Supply Risks




The
Company has no exchange rate risks as we conduct 100% of our operations in the
United States of America, and we conduct our transactions in US
dollars.  The Company is exposed to extensive market risk in the areas
of fuel cost, availability and related financing and interest
cost.  Increases in our borrowing rates, as small as 100 basis points,
could significantly increase our losses and hinder our ability to purchase our
fuels for resale.  The slightest disruption in the fuel supply chain
could also significantly increase our losses and hinder our ability to purchase
our fuels for resale.  The Company has no protection against interest
rate risk or supply disruptions.  Other than the above noted futures
contracts, the Company does not engage in any other sort of hedging activity and
holds no investments securities at September 30, 2008.





Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet financing arrangements.




Item
4. Controls and Procedures




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 Chief Financial Officer and several other members of the
Company's senior management at September 30, 2008. Based on this evaluation, and
as noted below, the Company's Chief Executive Officer and Chief Financial
Officer concluded that as of September 30, 2008, the Company's disclosure
controls and procedures were effective, for the reasons discussed below, 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 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.





The
Company had previously identified a weakness during the preparation of its June
30, 2006 Form 10-K. The weakness related to the Company’s loss of its then Chief
Financial Officer and the appointment of an Acting Chief Financial Officer. As a
result of the SEC’s Formal Order of Private Investigation and the subpoenas
issued in connection therewith and the change of the Company’s auditors, the
Company became delinquent in filing its SEC Reports. During the preparation of
the September 30, 2000 Form 10-Q the Company retained independent
consultants with experience in public company disclosure requirements to assist
the Chief Executive Officer and the then acting Chief Financial Officer in their
respective duties during the review, preparation and disclosures required in SEC
rules and regulations.  A new Chief Financial Officer was appointed as
of September 24, 2007 and the Company continues to engage independent
consultants 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. The Company believes that its
appointment of its new Chief Financial Officer, along with the continued
retention of independent consultants, has resulted in its disclosure controls
and procedures being sufficiently effective to insure that the Company has now
become compliant, and will continue to comply, with its SEC reporting
requirements as of September 30, 2008, since the Company is now current with its
filing of the Company’s SEC reports.





33





Changes
in Disclosure Controls and Procedures





There
have been no changes to the Company’s system of internal control over financial
reporting during the three months ended September 30, 2008 that has materially
affected, or is reasonably likely to materially affect, the Company’s system of
controls over financial reporting.





As part
of a continuing effort to improve the Company’s business processes management is
evaluating its internal controls and may update certain controls to accommodate
any modifications to its business processes or accounting
procedures.




34


PART
II. OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





On
September 17, 2008, an action was commenced in the Common Court of Pleas in
Northumberland County, Pennsylvania against All American Plazas, Inc. (“Plazas”)
by SCC3, LLC. The action arises out of a note (the “Note”) made by Milton
Properties, Inc. (“Milton”), the owner of the real property (the “Property”)
underlying the Milton travel plaza which is leased to, and operated by, Plazas,
to Silar Special Opportunities Fund, L.P. (“Silar”) and a mortgage (the
“Mortgage”) granted by Milton to Silar on the Property to secure the Note. Silar
subsequently assigned the Note and Mortgage to the plaintiff, SCC3,
LLC.  As further security for Milton’s obligations under the Note,
Milton assigned to Silar its lease with Plazas for the Property and the rents
therefore (the “Assignment of Leases and Rent”). The lease (the “Lease”) for the
property expires in 2013.  Silar also assigned its rights under the
Assignment of Leases and Rents to the plaintiff.  The complaint
alleges that Milton is in default of its obligations under the Note and
Mortgage. As a result, plaintiff alleges that it has exercised its rights under
the Assignment of Lease and Rents and revoked Milton’s right to collect rent for
the Property. The plaintiff further alleges that Plazas is in default of its
obligations under the Lease and that pursuant to the Assignment of Lease and
Rents plaintiff has the right to enforce the Lease and declare all rent for the
remainder of the term of the Lease to be due and payable. Plaintiff is seeking
damages in the amount of $17,855,024 representing the balance of rent due under
the term of the Lease.  Plazas has filed an answer denying the
allegations of the complaint. Plazas intends to make vigorously defend this
action and will make a motion to dismiss the complaint.





ITEM
1A. RISK FACTORS





There
were no material changes in risk factors from those previously disclosed in the
Company’s Annual Report on Form 10-K for the year ended June 30,
2008.





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





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





None.





ITEM
5. OTHER INFORMATION





Lease of Newton
Facility





On July
14, 2008, the Company executed a triple net lease agreement with North Jersey
Oil, Inc. (North Jersey) for the use of the Company’s idled Newton, NJ fuel
terminal facility. The term of the lease is for thirty years.  Upon
execution, the lease agreement provides for a $250,000 cash payment to the
Company and the receipt of a $250,000 Tenant’s Promissory Note (together, the
“Basic Rent”). The note provides for interest at 8% and twelve monthly
payments.  Payments are to commence on the date that North Jersey
receives all of the necessary permits to conduct its operations at the Newton
site.  If within nine months of the execution date of the lease
agreement North Jersey is unable to secure the necessary operating permits or
during the same time North Jersey is advised that its applications for the
necessary operating permits have been denied, the Company will be obligated to
return the Basic Rent to North Jersey and terminate the lease
agreement.  The status of the operating permits as of the filing date
of this Quarterly Report on Form 10-Q is not known.  The lease
agreement also provides both the Company and North Jersey with storage and
throughput rights at their respective terminals at a cost to the user of $0.05
per gallon.  In addition, North Jersey is obligated to provide the
Company with an initial nine-month, $0.5 million fuel purchase credit facility
at a cost to the Company of $0.02 per gallon financed.  The lease
agreement also provides North Jersey with a $1.00 purchase option which North
Jersey can exercise upon payment in full, in cash, of all the Basic
Rent.





S&S Settlement
Agreement





Effective
July 22, 2008, the Company and S&S NY Holdings, Inc (“S&S) executed a
settlement agreement.  In exchange for total consideration of
approximately $1.0 million, consisting of principal and interest due S&S,
S&S’s assumption of a specific liability and the purchase of existing
inventory, the Company transferred to S&S 49% of the common stock of its
subsidiary, Able NY, and 90% of its interest in its Easton and Horsham, PA
operations.   Under specific situations, the Company’s filing for
bankruptcy or default on payment of specific debt, S&S has a call option on
the remaining 51% of Able NY for an additional $1.0 million and other valuable
consideration.  For a period of one year from the execution of the
settlement agreement, S&S has an option to purchase the remaining 10% of
Easton and Horsham operations for $50,000 and other valuable
consideration.  Able NY has also entered into a consulting agreement
with S&S under which S&S will be paid five percent of Able NY’s gross
profit for its management services provided to Able NY. On October 31, 2008, an
amendment to this Settlement Agreement was executed by the parties granting the
Company the right to repurchase S&S’s interest in Able NY and Able PA.
Pursuant to this amendment, the Company has repurchased S&S's interest in
Able PA.  See, Note 18–Subsequent Events, to the Condensed
Consolidated Financial Statements in this Quarterly Report.





PriceEnergy.com,
Inc.





On
September 22, 2008, the Company was granted additional shares of common stock of
its majority owned subsidiary, Price Energy.com, Inc., in exchange for
satisfaction of $3.8 million of debt owed to the Company, increasing its
ownership interest in Price Energy to 92%.





35





ITEM
6. EXHIBITS




Exhibit
              Number
            Description3.1
            Articles
      of Incorporation of Registrant (incorporated herein by reference to
      Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, SEC File
      No. Number 333-51909, filed with the Securities and Exchange Commission
      (“SEC”) on July 15, 1998 (the “1998 Form SB-2”)).3.2
            By-Laws
      of Registrant (incorporated herein by reference to Exhibit 3.2 to the 1998
      Form SB-2).3.3
            Certificate
      of Amendment to the Certificate of Amendment of Registrant dated May 30,
      2007 (incorporated herein by reference to Exhibit 99.1 to the Company’s
      Current Report on Form 8-K dated May 24, 2007, filed with the SEC on May
      30, 2007).4.1
            Specimen
      Common Stock Certificate (incorporated herein by reference to Exhibit 4.21
      to Amendment No. 3 to the Company’s Registration Statement on Form SB-2,
      SEC File No. Number 333-51909, filed with the SEC on May 17, 1999 (the
      “Amendment No. 3 to the 1998 Form SB-2”)).4.2
            Able
      Energy, Inc. 2000 Employee Stock Purchase Plan (incorporated herein by
      reference to the Company’s Definitive Proxy Statement on Schedule 14A
      filed with the SEC on May 30, 2000).4.3
            Able
      Energy, Inc. 2005 Incentive Stock Plan (incorporated herein by reference
      to Exhibit 4.1 to the Company’s Current Report on Form 8-K. dated May 25,
      2005, filed with the SEC on June 1, 2005 (the “May 2005 Form
      8-K”)).4.4
            Form
      of Incentive Stock Option Agreement (incorporated herein by reference to
      Exhibit 10.1 to the May 2005 Form 8-K).4.5
            Form
      of Employee Nonstatutory Stock Option Agreement (incorporated herein by
      reference to Exhibit 10.2 to the May 2005 Form 8-K).4.6
            Form
      of Nonstatutory Stock Option Agreement (incorporated herein by reference
      to Exhibit 10.3 to the May 2005 Form 8-K).4.7
            Form
      of Consultant Nonstatutory Stock Option Agreement (incorporated herein by
      reference to Exhibit 10.4 to the May 2005 Form 8-K).4.8
            Form
      of Stock Award Agreement (incorporated herein by reference to Exhibit 10.5
      to the May 2005 Form 8-K).4.9
            Form
      of Restricted Stock Purchase Agreement (incorporated herein by reference
      to Exhibit 10.6 to the May 2005 Form 8-K).4.10
            Form
      of Secured Debenture, made as of June 1, 2005, by All American Plazas,
      Inc., Yosemite Development Corp. and Mountainside Development, LLC in
      favor of the Purchasers named therein (incorporated herein by reference to
      Exhibit 99.2 to the Company’s Current Report on Form 8-K, dated June 7,
      2005, filed with the SEC on June 10, 2005 (the “June 2005 Form
      8-K”)).4.11
            Additional
      Investment Right (incorporated herein by reference to Exhibit 99.3 to the
      June 2005 Form 8-K).4.12
            Form
      of Registration Rights Agreement by and among the Purchasers named therein
      and the Company (incorporated herein by reference to Exhibit 99.5 to the
      June 2005 Form 8-K).4.13
            Form
      of Common Stock Purchase Warrant Agreement (incorporated herein by
      reference to Exhibit 99.6 to the June 2005 Form 8-K).4.14
            Form
      of Variable Rate Secured Convertible Debenture made by the Company in
      favor of the holder thereof (incorporated herein by reference to Exhibit
      99.7 to the June 2005 Form 8-K).4.15
            Warrant
      Agreement between the Company and Continental Stock Transfer & Trust
      Company (incorporated herein by reference to Exhibit 4.2 to the 1998 Form
      SB-2).4.16
            Able
      Energy, Inc. 2000 Employee Stock Bonus Plan (incorporated herein by
      reference to the Company’s Definitive Proxy Statement on Schedule 14A
      filed with the SEC on May 30,
2000).




36




4.17
            Form
      of Variable Rate Convertible Debenture, dated July 12, 2005, made by the
      Company in favor of the holder thereof (incorporated herein by reference
      to Exhibit 99.2 to the Company’s Current Report on Form 8-K, dated July
      14, 2005, filed with the SEC on July 15, 2005 (the “July 2005 Form
      8-K”)).4.18
            Form
      of Registration Rights Agreement, dated as of July 12, 2005, by and among
      the Company and the purchasers signatory thereto (incorporated herein by
      reference to Exhibit 99.3 to the July 2005 Form 8-K).4.19
            Form
      of Common Stock Purchase Warrant Agreement (incorporated herein by
      reference to Exhibit 99.4 to the July 2005 Form 8-K).4.20
            Subscription
      Agreement, dated as of September 30, 2005, between the Company and the
      holder of a promissory note, dated February 22, 2005, issued to the
      Subscriber by the Company (incorporated herein by reference to Exhibit
      10.7 to the 2005 First Quarter Form 10-Q).4.21
            Form
      of Secured Debenture, dated January 20, 2006, made by All American in
      favor of the Purchasers (incorporated herein by reference to Exhibit 99.2
      to the Company’s Current Report on Form 8-K, dated January 20, 2006, filed
      with the SEC on January 23, 2006 (the “January 2006 Form
      8-K”)).4.22
            Form
      of Additional Investment Right (incorporated herein by reference to
      Exhibit 99.3 to the January 2006 Form 8-K).4.23
            Common
      Stock Purchase Warrant, dated June 30, 2006, issued by Able Energy, Inc.
      to Laurus Master Fund, Ltd. (incorporated herein by reference to Exhibit
      10.3 to the Current Report on Form 8-K, dated June 30, 2006, filed with
      the SEC on July 7, 2006 (the “June 2006 Form 8-K”)).4.24
            Convertible
      Term Note, dated June 30, 2006, made by Able Energy, Inc. in favor of
      Laurus Master Fund, Ltd. (incorporated herein by reference to Exhibit 10.2
      to the June 2006 Form 8-K).4.25
            Registration
      Rights Agreement, dated June 30, 2006, between Able Energy, Inc. and
      Laurus Master Fund, Ltd. (incorporated herein by reference to Exhibit 10.4
      to the June 2006 Form 8-K).4.26
            Form
      of Variable Rate Secured Debenture (incorporated herein by reference to
      Exhibit 4.1 to the Current Report on Form 8-K, dated August 8, 2006, filed
      with the SEC on August 14, 2006 (the “August 2006 Form
    8-K”)).4.27
            Registration
      Rights Agreement, dated as of August 8, 2006, by and among the Company and
      the Purchasers named therein (incorporated herein by reference to Exhibit
      4.2 to the August 2006 Form 8-K).4.28
            Form
      of Common Stock Purchase Warrant (incorporated herein by reference to
      Exhibit 4.3 to the August 2006 Form 8-K).10.1
            Lease
      of Company's Facility at 344 Route 46, Rockaway, New Jersey (incorporated
      herein by reference to Exhibit 10.3 to the 1998 Form
  SB-2).10.2
            Loan
      and Security Agreement, dated as of May 13, 2005, between the Company,
      Able Oil Company, Able Energy New York, Inc. Able Oil Melbourne, Inc.,
      Able Energy Terminal, LLC and Able Propane, LLC (as borrowers) and
      Entrepreneur Growth Capital, LLC (incorporated herein by reference to
      Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year
      ended June 30, 2005 (the “2005 Form 10-K”)).10.3
            Promissory
      Note, dated May 13, 2005, made by the Company in favor of Northfield
      Savings Bank, (incorporated herein by reference to Exhibit 10.27 to the
      2005 Form 10-K).10.4
            Securities
      Purchase Agreement, by and among All American Plazas, Inc., dated as of
      June 1, 2005 (incorporated herein by reference to Exhibit 99.1 to the June
      2005 Form 8-K).10.5
            Form
      of Securities Assumption, Amendment and Issuance Agreement by and among
      the Purchasers named therein and the Company (incorporated herein by
      reference to Exhibit 99.4 to the June 2005 Form 8-K).10.6
            Stock
      Purchase Agreement, by and between the Sellers named therein and the
      Company, dated as of June 16, 2005 (incorporated herein by reference to
      Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated June 16,
      2005, filed with the SEC on June 16, 2005).10.7
            1999
      Employee Stock Option Plan (incorporated herein by reference to Exhibit
      10.2 to Amendment No. 2 to the 1998 Form
  SB-2).




37




10.8
            Asset
      Purchase Agreement, dated March 1, 2004, by and among the Company, Able
      Propane Co., LLC, Christopher Westad, and Timothy Harrington, Liberty
      Propane, L.P. and Action Gas Propane Operations, LLC (incorporated herein
      by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K,
      dated March 16, 2004, filed with the SEC on March 16,
    2004).





10.13
            Asset
      Purchase Agreement between the Company and All American Plazas, Inc dated
      as of June 16, 2005 (incorporated by reference to Annex A to the Company’s
      Definitive Proxy Statement on Schedule 14A filed with the SEC on July 28,
      2006).





10.14
            Securities
      Purchase Agreement, dated as of July 12, 2005, among the Company and the
      purchasers signatory thereto (incorporated herein by reference to Exhibit
      99.1 to the July 2005 Form 8-K).





10.15
            Employment
      Agreement, dated as of October 13, 2005, between the Company and Gregory
      D. Frost (incorporated herein by reference to Exhibit 99.1 to the
      Company’s Current Report on Form 8-K, dated October 13, 2005, filed with
      the SEC on October 19, 2005).





10.16
            Amendment
      Agreement, dated as of November 16, 2005, by and among the Company and the
      holders signatory thereto (incorporated herein by reference to Exhibit
      99.1 to the Company’s Current Report on Form 8-K, dated November 14, 2005,
      filed with the SEC on November 18,
2005).





10.17
            Securities
      Purchase Agreement, by and among All American and the Purchasers, dated as
      of January 20, 2005 (incorporated herein by reference to Exhibit 99.1 to
      the January 2006 Form 8-K).





10.18
            Form
      of Security Agreement, dated as of January 20, 2006, by and between St.
      John's Realty Corporation and Lilac Ventures Master Fund, Ltd., as agent
      for the Secured Parties listed therein (incorporated herein by reference
      to Exhibit 99.4 to the January 2006 Form
8-K).





10.19
            Loan
      Agreement, dated as of January 20, 2006, by and between All American
      Plazas, Inc., St. John's Realty Corporation, Lilac Master Ventures Fund,
      Ltd. and the Purchasers listed there (incorporated herein by reference to
      Exhibit 99.5 to the January 2006 Form
8-K).





10.20
            Securities
      Purchase Agreement between Able Energy, Inc. and Laurus Master Fund, Ltd.
      dated June 30, 2006 (incorporated herein by reference to Exhibit 10.1 to
      the June 2006 Form 8-K).





10.21
            Subsidiary
      Guaranty dated June 30, 2006 of Able Oil Co., Able Propane Co, LLC, Able
      Energy New York, Inc., Abel Oil Melbourne, Inc., Able Energy Terminal,
      Inc., Priceenergy.com, Inc. and Priceenergy.com and Franchising, LLC
      (incorporated herein by reference to Exhibit 10.5 to the June 2006 Form
      8-K).





10.22
            Securities
      Purchase Agreement, dated as of August 8, 2006, by and among the Company
      and the Purchasers (incorporated herein by reference to Exhibit 10.1 to
      the August 2006 Form 8-K).





10.23
            Security
      Agreement, dated as of August 8, 2006, by and among the Company, the
      Company's subsidiaries and the Purchasers (incorporated herein by
      reference to Exhibit 10.2 to the August 2006 Form
  8-K).





10.24
            Account
      Purchase Agreement between All American Plazas, Inc. and Crown Financial,
      LLC dated January 8, 2007 (incorporated herein by reference to Exhibit
      10.25 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended
      September 30, 2008 (the “September 30, 2007 Form
  10-Q”)).





10.25
            Account
      Purchase Agreement Modification between All American Plazas, Inc. and
      Crown Financial, LLC dated June 29, 2007 effective July 1, 2007
      (incorporated herein by reference to Exhibit 10.26 to the September 30,
      2007 Form 10-Q).





10.26
            Receivables
      Financing Agreement between All American Plazas, Inc. and Credit Cash, LLC
      dated July 16, 2007 (incorporated herein by reference to Exhibit 10.27 to
      the September 30, 2007 Form 10-Q).





10.27
            Consulting
      Agreement between PriceEnergy.com, Inc. and Axis Consulting Services dated
      August 27, 2007 (incorporated herein by reference to Exhibit 10.28 to the
      September 30, 2007 10-Q).





10.28
            Fuel
      Financing agreement dated October 17, 2007 between the Company and S&S
      NY Holdings, Inc together with First Amendment thereto dated February 5,
      2007 (incorporated herein by reference to Exhibit 10.29 to the Company’s
      Quarterly Report on Form 10-Q for the Quarter ended December 31, 2008 (the
      “December 31, 2007 Form 10-Q”)).





10.29
            Credit
      Card Receivables Purchase Agreement between All American Plazas, Inc. and
      Credit Cash, LLC dated November 2, 2007 (incorporated herein by reference
      to Exhibit 10.30 to the December 31, 2007 Form
  10-Q).




38




10.30
            Credit
      Card Receivables Advance Agreement between Able Oil Company and Credit
      Cash, LLC dated November 7, 2007 (incorporated herein by reference to
      Exhibit 10.31 to the December 31, 2007
10-Q).





10.31
            Credit
      Card Receivables Advance Agreement between PriceEnergy.com Inc and Credit
      Cash, LLC dated November 7, 2007 (incorporated herein by reference to
      Exhibit 10.32 to the December 31, 2007 Form
  10-Q).





10.32
            Amended
      and Restated Note Agreement dates as of November 30, 2007 between the
      Company, All American Plazas, Inc. All American Properties Inc and
      TransMontaigne Product Services Inc. (incorporated herein by reference to
      Exhibit 10.33 to the December 31, 2007 Form
  10-Q).





10.33
            Fuel
      Financing Agreement dated December 20, 2007 between the Company and
      S&S NY Holdings, Inc. (incorporated herein by reference to Exhibit
      10.34 to the December 31, 2007 Form
10-Q).





10.34
            Over
      Advance Agreement between the Company, Able Oil Company, Able Energy New
      York, Inc., Able Energy Terminal, LLC, Able Propane, LLC and Entrepreneur
      Growth Capital, LLC dated December 28, 2007 (incorporated herein by
      reference to Exhibit 10.35 to the December 31, 2007 Form
      10-Q).





10.35
            Consulting
      Agreement between Hammond Associates, LLC and the Company dated January
      11, 2008 (incorporated herein by reference to Exhibit 10.36 to the
      Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31,
      2008 (the “March 31, 2008 Form
10-Q”)).





10.36
            Credit
      Card Receivables Purchase Agreement between All American Plazas, Inc. and
      Credit Cash, LLC dated January 18, 2008 (incorporated herein by reference
      to Exhibit 10.37 to the March 31, 2008 Form
  10-Q).





10.37
            Credit
      Card Receivables Advance Agreement between Able Oil Company and Credit
      Cash, LLC dated January 18, 2008 (incorporated herein by reference to
      Exhibit 10.38 to the March 31, 2008 Form
10-Q).





10.38
            Over
      Advance Agreement between the Company, Able Oil Company, Able Energy New
      York, Inc., Able Energy Terminal, LLC, Able Propane, LLC and Entrepreneur
      Growth Capital, LLC dated February 11, 2008 (incorporated herein by
      reference to Exhibit 10.39 to the March 31, 2008 Form
    10-Q).





10.39
            Credit
      Card Receivables Advance Agreement between PriceEnergy.com, Inc. and
      Credit Cash,, LLC dated February 14, 2008 (incorporated herein by
      reference to Exhibit 10.40 to the March 31, 2008 Form
    10-Q).





10.40
            Fuel
      Purchase Loan between Able Energy, Inc., Able Oil Company, Able Energy New
      York, Inc., Able Energy Terminal, LLC, Able Propane, LLC and Entrepreneur
      Growth Capital, LLC dated February 25, 2008 (incorporated herein by
      reference to Exhibit 10.41 to the March 31, 2008
  10-Q).





10.41
            Asset
      Purchase Agreement between Able Oil Melbourne, Inc., Able Energy, Inc. and
      Able Oil of Brevard, Inc. dated February 8, 2008 (incorporated herein by
      reference to Exhibit 10.42 to the March 31, 2008 Form
    10-Q).





10.42
            Credit
      Card Receivables Purchase Agreement between Able Oil Company and Credit
      Cash, LLC dated April 11, 2008 (incorporated herein by reference to
      Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year
      ended June 30, 2008 (the “2008 Form
10-K”)).





10.43
            Credit
      Card Receivables Purchase Agreement between PriceEnergy.com, Inc. and
      Credit Cash, LLC dated April 11, 2008 (incorporated herein by reference to
      Exhibit 10.43 to the 2008 Form
10-K).





10.44
            Fuel
      Supply Agreement between the Company and Atlantis Petroleum, LLC dated May
      8, 2008 (incorporated herein by reference to Exhibit 10.44 to the 2008
      Form 10-K).





10.45
            Contract
      of Sale between All American Properties, Inc., All American Plazas, Inc.
      and T.S. O., Inc. dated May 12, 2008 (incorporated herein by reference to
      Exhibit 10.45 to the 2008 Form
10-K).





10.46
            Lease
      Agreement between the Company and North Jersey Oil, Inc. dated July 14,
      2008.*





10.47
            Settlement
      Agreement between the Company and S&S NY Holdings, Inc. dated as of
      July 22, 2008. *





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





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





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





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





39




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 Frost
              Gregory Frost
              Chief Executive Officer
              
              
              By:/s/
      Daniel L. Johnston
              Daniel L. Johnston
              Chief Financial Officer




November
19, 2008








40