UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                     FOR THE QUARTER ENDED DECEMBER 31, 2004

                         Commission File Number 0-23737


                           CLICKABLE ENTERPRISES, INC.

                    (FORMERLY ACHIEVEMENT TEC HOLDINGS, INC)
             (Exact name of registrant as specified in its charter)


                 DELAWARE                               82-0290939
      -------------------------------            ----------------------
      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)            identification number)


                711 SOUTH COLUMBUS AVENUE, MOUNT VERNON, NY 10550
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (914) 699-5190
                                 --------------
                         (Registrant's telephone number)

Check  whether the  registrant:  (1) filed all  reports  required to be filed by
Section  13 or 15(d) of the  Exchange  Act during the past 3 months (or for such
shorter period that the  registrant was required to file such reports);  and (2)
has been subject to such filing requirements for the past 90 days (mark one):

                                 YES [X] NO [ ]

As of February 14, 2004, there were 74,296,826 shares of the registrant's, $.001
value,  common stock issued and outstanding and 1,200 shares of the registrant's
$.001 value Series A preferred stock issued and outstanding.

Transmittal small business disclosure format (mark one): YES [ ] NO [X]
<PAGE>

                          PART I-FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of December 31, 2004 (Unaudited) and
March 31, 2004

Condensed Consolidated Statements of Operations for the three and nine months
ended December 31, 2004 and 2003 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended
December 31, 2004 and 2003 (Unaudited)

Condensed Consolidated Statement of Changes in Stockholders' Deficiency for the
nine months ended December 31, 2004 (Unaudited)

Notes to Condensed Consolidated Financial Statements as of December 31, 2004
(Unaudited)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

ITEM 3. CONTROLS AND PROCEDURES

                            PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS


FORWARD-LOOKING INFORMATION

Certain  matters in this Form 10-QSB,  including,  without  limitation,  certain
matters discussed under Part I -- Item 2 Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations  constitute  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
Forward-looking  statements  are typically  identified by the words  "believes,"
"expects,"  "anticipates,"  "intends," "estimates," "will," "continue," "seeks,"
"goal" and  similar  expressions.  In  addition,  any  statements  that refer to
expectations or other  characterizations  of future events or circumstances  are
forward-looking statements.  Readers are cautioned that any such forward-looking
statements  are not guarantees of  performance  and that matters  referred to in
such forward-looking  statements involve known and unknown risks,  uncertainties
and  other  factors  which  may  cause  the  actual   results,   performance  or
achievements of Clickable Enterprises,  Inc. to be materially different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements. Such factors include, among other things, risks and
uncertainties  discussed throughout Part I, Item 2 - Management's Discussion and
Analysis of Financial  Condition and Results of Operations and under the caption
"Risk Factors"  included  therein.  Clickable  Enterprises,  Inc.  undertakes no
obligation  to update  publicly  any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.


                                       i
<PAGE>

      CLICKABLE ENTERPRISES, INC. (FORMERLY ACHIEVEMENT TEC HOLDINGS, INC.)
                                 AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              December 31, 2004       March 31, 2004
                                                                  (Unaudited)            (Audited)
                                                              ------------------    ------------------
<S>                                                           <C>                   <C>
ASSETS
Current Assets
  Cash                                                        $          773,346    $          130,902
  Accounts receivable, net of allowance for
   doubtful accounts of $8,379 and $14,408                               119,347               138,299
  Inventory                                                               37,907                11,143
  Prepaid expenses                                                        66,819                13,000
  Debt financing costs, net of accumulated
   amortization of $147,989 and $86,510                                    1,511                62,990
  Other current assets                                                         0                   781
                                                              ------------------    ------------------
  Total Current Assets                                                   998,930               357,115
  Property and equipment, net                                             65,217                58,580
  Other assets                                                             6,260                 6,558
                                                              ------------------    ------------------
TOTAL ASSETS                                                  $        1,070,407    $          422,253
                                                              ==================    ==================

LIABILITIES & STOCKHOLDERS' DEFICIENCY

Current Liabilities
  Accounts payable and other accrued expenses                 $          287,865    $          372,756
  Due to related parties                                                  17,517                17,748
  Customer deposits                                                       62,575                12,622
  Accrued interest                                                       387,713               458,738
  Convertible debentures, net of discount of $383,333                         --             2,134,616
                                                              ------------------    ------------------
Total Current Liabilities                                                755,670             2,996,480
Long Term Liabilities
  Convertible debentures, net of discount of $8,333                    2,509,616                    --
                                                              ------------------    ------------------
TOTAL LIABILITIES                                                      3,265,286             2,996,480
                                                              ------------------    ------------------

COMMITMENTS AND CONTINGENCIES                                                 --                    --

STOCKHOLDERS' DEFICIENCY
Preferred stock, $.001 par value, 10,000,000
    shares authorized, none issued and outstanding                            --                    --
Series A 6% Cumulative Preferred stock, $.001 par value,
    1,200 shares authorized, issued and outstanding, net of
    discount of $194,118 and $0                                          977,539                    --
Common stock, $.001 par value, 500,000,000
    shares authorized, 74,296,826 and 74,136,826 shares
    issued and outstanding, respectively                                  74,297                74,137
Additional paid-in capital                                               850,444               630,839
Deferred compensation                                                    (10,417)             (188,542)
Accumulated deficit                                                   (4,086,742)           (3,090,661)
                                                              ------------------    ------------------
TOTAL STOCKHOLDERS' DEFICIENCY                                        (2,194,879)           (2,574,227)
                                                              ------------------    ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                $        1,070,407    $          422,253
                                                              ==================    ==================
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       1
<PAGE>

      CLICKABLE ENTERPRISES, INC. (FORMERLY ACHIEVEMENT TEC HOLDINGS, INC.)
                                 AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                             For The Three Months Ended           For The Nine Months Ended
                                                      December 31,                        December 31,
                                            --------------------------------------------------------------------
                                                 2004              2003             2004              2003
                                            --------------------------------------------------------------------
<S>                                         <C>               <C>               <C>               <C>
SALES                                       $      728,954    $      539,762    $    1,079,184    $      793,136
COST OF SALES                                      717,198           445,473         1,041,330           678,818
                                            --------------------------------------------------------------------
GROSS PROFIT                                        11,756            94,289            37,854           114,318
                                            --------------------------------------------------------------------

OPERATING EXPENSES
  Selling, general and administrative              299,731           213,866           655,166           485,823
  Depreciation and amortization                     16,059            28,350            72,305            55,327
                                            --------------------------------------------------------------------
TOTAL OPERATING EXPENSES                           315,790           242,216           727,471           541,150
                                            --------------------------------------------------------------------

LOSS FROM OPERATIONS                              (304,034)         (147,927)         (689,617)         (426,832)

OTHER INCOME (EXPENSE)
  Forgiveness of accrued interest                  250,000                --           250,000                --
  Other income                                      16,072                --            16,094                --
  Interest expense                                (126,514)         (195,525)         (572,558)         (382,096)
                                            --------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE)                       139,558          (195,525)         (306,464)         (382,096)
                                            --------------------------------------------------------------------

(Loss) before provision for income taxes          (164,476)         (343,452)         (996,081)         (808,928)

Provision for income taxes                              --                --                --                --
                                            --------------------------------------------------------------------

NET LOSS                                    $     (164,476)   $     (343,452)   $     (996,081)   $     (808,928)
                                            ====================================================================

Net loss per share, basic and diluted       $           --    $           (0)   $           (0)   $           (0)
                                            ====================================================================

Weighted average number of common shares
  outstanding - basic and diluted               74,202,913        48,391,966        74,158,935        46,758,058
                                            ====================================================================

Preferred Stock Dividends                   $      (35,647)   $           --    $      (35,647)   $           --
                                            ====================================================================

Net loss available to common stockholders   $     (200,123)   $     (343,452)   $   (1,031,728)   $     (808,928)
                                            ====================================================================
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       2
<PAGE>

      CLICKABLE ENTERPRISES, INC. (FORMERLY ACHIEVEMENT TEC HOLDINGS, INC.)
                                 AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                For The Nine Months Ended
                                                                      December 31,
                                                           --------------------------------
                                                                 2004             2003
                                                           --------------------------------
<S>                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $     (996,081)   $     (808,928)
Adjustments to reconcile net loss to net cash used in
 operating activities:
Depreciation and amortization                                      72,305            55,327
Beneficial conversion expense                                     392,647           225,000
Provision for bad debts                                            29,724            10,451
Stock issued for services                                           8,000            75,000
Recognition of deferred compensation                              178,125                --
Gain on debt forgiveness                                         (250,000)               --
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable                                               (10,772)          (63,525)
Inventory                                                         (26,763)           (5,710)
Prepaid expenses                                                  (53,819)           64,116
Other assets                                                        1,078           (13,546)
Increase (decrease) in:
Accounts payable and accrued expenses                             (84,891)             (897)
Accrued interest                                                  178,975           120,207
Customer deposits                                                  49,954            (9,658)
                                                           --------------------------------
Net cash used in operating activities                            (511,518)         (352,161)
                                                           --------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment                             (17,464)          (59,684)
                                                           --------------------------------
Net cash used in investing activities                             (17,464)          (59,684)
                                                           --------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of financing costs                                            --          (114,300)
Increase (decrease) in due to related parties                        (231)          (31,549)
Proceeds from issuance of convertible debentures                       --           600,000
Proceeds from issuance of Preferred Stock, net of direct        1,171,657                --
    placement costs
                                                           --------------------------------
Net cash provided by financing activities                       1,171,426           454,151
                                                           --------------------------------

NET INCREASE IN CASH                                              642,444            42,306
CASH AT BEGINNING OF PERIOD                                       130,902             7,917
                                                           --------------------------------

CASH AT END OF PERIOD                                      $      773,346    $       50,223
                                                           ================================
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

In relation to the merger and recapitalization  during June 2003, no assets were
carried  over from the legal  survivor  and  $345,318  of  accounts  payable and
accrued expenses and $1,717,949 of convertible  debentures of the legal acquirer
were assumed.

      See accompanying notes to condensed consolidated financial statements


                                       3
<PAGE>

      CLICKABLE ENTERPRISES, INC. (FORMERLY ACHIEVEMENT TEC HOLDINGS, INC.)
                                 AND SUBSIDIARY
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                   FOR THE NINE MONTHS ENDED DECEMBER 31, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                    Additional
                                            Series A Preferred Stock          Common Stock            Paid in      Deferred
                                                Shares     Amount          Shares       Amount        Capital     Compensation
                                             -----------------------    -------------------------   -----------   -----------
<S>                                          <C>         <C>            <C>           <C>           <C>           <C>
Balance, March 31, 2004                             --   $        --     74,136,826   $    74,137   $   630,839   $  (188,542)

Amortization of deferred services                   --            --             --            --            --       178,125

Stock issued to consultant for services             --            --        160,000           160         7,840            --

Issuance of Series A Preferred Stock,
    Net of transaction costs                     1,200     1,171,657             --            --            --            --

Beneficial conversion feature of
    Series A Preferred stock                        --      (211,765)            --            --       211,765            --

Amortization of series A Preferred Stock
    Beneficial conversion                           --        17,647             --            --            --            --

Net loss for the period                             --            --             --            --            --            --
                                             ---------   -----------    -----------   -----------   -----------   -----------

Balance, December 31, 2004                       1,200   $   977,539     74,296,826   $    74,297   $   850,444   $   (10,416)
                                             =========   ===========    ===========   ===========   ===========   ===========

<CAPTION>

                                            Accumulated
                                              Deficit        Total
                                            -----------    -----------
<S>                                         <C>            <C>
Balance, March 31, 2004                     $(3,090,661)   $(2,574,227)

Amortization of deferred services                    --        178,125

Stock issued to consultant for services              --          8,000

Issuance of Series A Preferred Stock,
    Net of transaction costs                         --      1,171,657

Beneficial conversion feature of
    Series A Preferred stock                         --             --

Amortization of series A Preferred Stock
    Beneficial conversion                            --         17,647

Net loss for the period                        (996,081)      (996,081)
                                            -----------    -----------

Balance, December 31, 2004                  $(4,086,742)   $(2,194,879)
                                            ===========    ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>

      CLICKABLE ENTERPRISES, INC. (FORMERLY ACHIEVEMENT TEC HOLDINGS, INC.)
                                 AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2004
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) ORGANIZATION AND RECENT COMPANY HISTORY

Clickable Enterprises,  Inc. (formerly Achievement Tec Holdings,  Inc.), through
its  wholly  owned  subsidiary   ClickableOil.com,   Inc.   ("ClickableOil.com")
(incorporated  in the State of Delaware  on April 4, 2000),  provides a low cost
and highly  efficient  means of  servicing  the  heating  oil market  through an
Internet based approach. Clickable Enterprises, Inc. and ClickableOil.com,  Inc.
(collectively,  the "Company")  streamlines  the process of heating oil ordering
and  delivering  through  providing a more  accessible  point of contact for the
customer.  The Company  subcontracts  with local  delivery  companies to deliver
heating oil to its customers.

(B) PRINCIPLES OF CONSOLIDATION

The  condensed   consolidated  financial  statements  include  the  accounts  of
Clickable  Enterprises,  Inc. (formerly Achievement Tec Holdings,  Inc.) and its
wholly owned subsidiary ClickableOil.com, Inc. (collectively, the "Company").

(C) USE OF ESTIMATES

In preparing  condensed  consolidated  financial  statements in conformity  with
accounting  principles  generally  accepted in the United States,  management is
required to make estimates and assumptions  that affect the reported  amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
at the date of the condensed  consolidated financial statements and revenues and
expenses  during the reported  period.  Actual  results  could differ from those
estimates.

(D) PER SHARE DATA

Basic net income  (loss) per common share is calculated by dividing the net loss
(plus preferred stock dividends) by the weighted average number of common shares
outstanding  during the period.  Diluted net income  (loss) per common  share is
computed based on the weighted  average number of common shares and common stock
equivalents   outstanding  during  the  period.   There  were  no  common  stock
equivalents   outstanding   during  the  periods   presented.   Accordingly,   a
reconciliation  between  basic  and  diluted  earnings  (loss)  per share is not
presented.

(E) INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated financial statements as of and for the three and nine
months  ended  December  31,  2004 and 2003 are  unaudited.  In the  opinion  of
management,   such  condensed  consolidated  financial  statements  include  all
adjustments  (consisting  only of normal recurring  accruals)  necessary for the
fair  presentation of the consolidated  financial  position and the consolidated
results of operations.  The consolidated results of operations for the three and
nine months ended December 31, 2004 and 2003 are not  necessarily  indicative of
the results to be expected for the full year.  The  consolidated  balance  sheet
information  as of March 31,  2004 was  derived  from the  audited  consolidated
financial statements included in the Company's annual report Form 10-KSB for the
year  ended  March  31,  2004.  The  interim  condensed  consolidated  financial
statements should be read in conjunction with that report.

(F) RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issues SFAS No. 123(R),  "Share-Based Payment".  SFAS
No. 123(R) revises SFAS No. 123,  "Accounting for Stock-Based  Compensation" and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees".  SFAS
No. 123(R)  focuses  primarily on the accounting  for  transactions  in which an
entity obtains employee services in share-based payment  transactions.  SFAS no.
123(R)  requires  companies to recognize in the statement of operations the cost
of employee services received in exchange for awards of equity instruments based
on the grant-date fair value of these awards (with limited exceptions). SFAS No.
123(R) is  effective  as of the first  interim or annual  reporting  period that
begins after June 15, 2005 for non-small business issuers and after December 15,
2005 for small business  issuers.  Accordingly,  the Company will adopt SFAS No.
123(R) in its quarter ending Match 31, 2006. The Company is currently evaluating
the provisions of SFAS No. 123(R) and has not yet determined the impact, if any,
that  SFAS No.  123(R)  will have on its  financial  statement  presentation  or
disclosures.


                                       5
<PAGE>

      CLICKABLE ENTERPRISES, INC. (FORMERLY ACHIEVEMENT TEC HOLDINGS, INC.)
                                 AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2004
                                   (UNAUDITED)

NOTE 2 RELATED PARTY TRANSACTIONS

During the nine months ended  December 31, 2004,  the  Company's  liability  for
non-interest  bearing cash advances and oil purchases from NRG Heat & Power, LLC
("NRG") and Flaw,  Inc.  ("Flaw"),  oil suppliers  that are owned and managed by
Messrs. Cirillo and Pipolo, officers of the Company, decreased in the net amount
of $231.  During this nine-month  period,  the Company  purchased oil for resale
from NRG and Flaw in the  amount of  $226,060.  As of  December  31,  2004,  the
non-interest bearing obligation of $17,517 to NRG and Flaw is included in due to
related parties in current liabilities.

As of December 31,  2004,  the Company  owed  $12,500 to NexGen  Energy,  LLC, a
company owned by Messrs.  Cirillo,  Pipolo and another stockholder,  for accrued
and unpaid  interest  pertaining  to an  obligation  the  principal of which was
satisfied  with the issuance of common stock  effective  January 27, 2004.  This
accrued  interest is included in accounts  payable and other accrued expenses in
current liabilities.

During the nine months ended  December  31, 2004,  the Company had fuel sales of
$55,553 to NRG and $1,447 to Flaw.

NOTE 3 CONVERTIBLE DEBENTURES

Prior to a restructuring on October 15, 2004, the convertible  debentures issued
in 2001, 2002 and June 2003 (aggregating $2,017,949 before discount) had matured
and were in default.  On October 15,  2004,  the Company  entered  into a letter
agreement  with  the  holders  of the  convertible  debentures  whereby  certain
provisions of the debenture agreements were amended as follows:

            1.    Extension   of  the   then-expired   maturity   dates  of  all
                  convertible debentures to October 15, 2007;
            2.    Modification  of  the  conversion  price  by  eliminating  the
                  ceiling price of $.05 per share;
            3.    Lowering the interest rate to 8% from 10%; and
            4.    Forgiveness of $250,000 of interest accrued and unpaid for the
                  debentures. The gain associated with this reduction in accrued
                  interest  is  reported  in  the  accompanying   statements  of
                  operations.

As of  December  31,  2004,  interest  of  $387,713  is  accrued  on  all of the
convertible debentures and is included in current liabilities.

NOTE 4 STOCKHOLDERS' DEFICIENCY

Contemporaneously with the restructuring of the convertible debentures described
in Note 3, the Company sold to the holders of the convertible  debentures  1,200
shares of Series A Convertible Preferred Stock ("Series A Preferred Stock"), par
value $.001 per share,  Stated  Value  $1,000 per share,  in  exchange  for cash
proceeds of  $1,171,657  net of  transaction  costs of  $28,343.  The holders of
Series A Preferred  Stock are entitled to receive  cumulative  cash dividends of
six percent (6%) per annum,  payable in arrears on March 31, June 30,  September
30 and December 31 of each year,  commencing  December  31,  2004,  out of funds
legally available  therefor.  As of December 31, 2004, dividend arrearage on the
Series A  Cumulative  Preferred  Stock  aggregated  $18,000.  The  Company had a
stockholders'  deficiency  at December  31,  2004;  accordingly  it did not have
legally  available  funds  available  to  declare  and  pay  a  dividend.  Other
provisions include:

      1.    In the event  dividends  are  distributed  to  holders  of shares of
            common  stock,  the  holders of Series A  Preferred  Stock  shall be
            entitled to receive dividends on a pari passu basis.
      2.    In the event of a Liquidation  Event,  as defined in the Certificate
            of  Designation,  Preferences,  and Rights of the Series A Preferred
            Stock (the  "Certificate of  Designation"),  the holders of Series A
            Preferred  Stock  shall  be  entitled  to a  Liquidation  Preference
            consisting of the Stated Value,  accrued and unpaid  dividends,  and
            any other amounts owed.
      3.    Mandatory  redemption  provisions  are  effective  if and  when  the
            Company  fails to issue  shares of common  stock to  holders  of the
            Series A Preferred Stock upon exercise of conversion  rights, or the
            common  stock of the Company  fails,  after  having  been  initially
            listed,  to remain listed on the  Over-the-Counter  Bulletin  Board,
            Nasdaq  National  Market,  Nasdaq  SmallCap  Market,  New York Stock
            Exchange  or  American  Stock  Exchange,  for any reason  within the
            control of the Company.
      4.    The  Company may elect to  optionally  redeem the Series A Preferred
            Stock in an amount  equal to 120% of the Stated Value of each share,
            accrued and unpaid dividends, and any other amounts owed.
      5.    Each share of Series A Preferred  Stock is  convertible  into common
            shares at the Conversion  Price  generally set at 85% of the average
            of the lowest three Average Daily Prices, as defined the Certificate


                                       6
<PAGE>

      CLICKABLE ENTERPRISES, INC. (FORMERLY ACHIEVEMENT TEC HOLDINGS, INC.)
                                 AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2004
                                   (UNAUDITED)

            of  Designation,  for the  Company's  common stock during the 20-day
            trading  period  prior  to  the  date  of a  conversion  notice.  In
            connection  with this  discounted  conversion  feature,  the Company
            recorded a  discount  to Series A  Preferred  Stock in the amount of
            $211,765,  which will be amortized over the 36-month period prior to
            automatic  conversion date described below, unless conversion occurs
            prior to that date. During the three month period ended December 31,
            2004, amortization of $17,647 was charged to accumulated deficit.
      6.    So long as  certain  conditions  are met,  all  shares  of  Series A
            Preferred Stock issued and outstanding on October 14, 2007, shall be
            automatically   converted   into  shares  of  common  stock  at  the
            Conversion Price.

On November 1, 2004, the Company  entered  into a financial  services  agreement
with an unrelated third party to perform investor relations  services.  The term
of the agreement  shall be for a period of three months and shall  automatically
extend for  successive one month terms.  Payment for services  rendered shall be
$4,000 per month plus an equity  component  of 160,000 Rule 144 shares of common
stock issued on November 24, 2004.

NOTE 5 COMMITMENTS AND CONTINGENCIES

LEGAL MATTERS

The Company is contingently  liable in a legal proceeding brought against one of
its former subsidiaries by two former employee officers contesting a non-compete
covenant  and  confidentiality  agreement.  This  legal  action  has not had any
meaningful  progress  in the past two  years.  While the  outcome of the case is
uncertain, management is of the belief that the ultimate outcome of this lawsuit
will  not have a  material  adverse  effect  on the  results  of  operations  or
financial stability of the Company.

SALES COMMITMENTS

The  Company  has  an  aggregate   obligation  to  deliver  at  varying   prices
approximately  460,000  gallons of heating  oil to  customers  under fixed price
contracts.

NOTE 6 GOING CONCERN

The accompanying  condensed consolidated financial statements have been prepared
on a going concern basis,  which  contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying  condensed  consolidated  financial statements,
the Company has a net loss of $996,081 and a negative cash flow from  operations
of $511,518  for the nine months  ended  December  31, 2004 and a  stockholders'
deficiency  of  $2,194,879  at December 31, 2004.  The ability of the Company to
continue  as a going  concern is  dependent  on the  Company's  ability to raise
additional  funds and implement its business  plan. The  accompanying  condensed
consolidated  financial  statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  Management's
plans  include  the  raising of  additional  capital  through  private or public
transactions and implementation of its business plan to increase revenues.


                                       7
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following is  management's  discussion  and analysis of certain  significant
factors  that  will  have  affected  our  financial  condition  and  results  of
operations.    Certain    statements   under   this   section   may   constitute
"forward-looking  statements".  The  following  discussion  should  be  read  in
conjunction with the audited financial  statements and notes thereto included in
the Company's Form 10-KSB for the year ended March 31, 2004.

FINANCIAL CONDITION

We had net losses of $996,081 and $808,928 during the nine months ended December
31, 2004 and 2003, respectively.  As of December 31, 2004, we had a cash balance
of $773,346 and current  liabilities of $755,670 with obligations of $255,600 to
trade creditors, $387,713 in interest payable and $17,517 to related parties, as
well as total  long-term  obligations  in the principal  amount of $2,517,949 to
convertible  debenture  holders.  As  described in Notes 3 and 4, on October 15,
2004, we entered into two  contemporaneous  transactions with the holders of the
Company's convertible  debentures pursuant to which we restructured the terms of
the convertible debentures, including extending the maturity dates until October
15, 2007, and raised  $1,200,000 of cash,  before expenses,  through the sale of
convertible  preferred  stock. We believe that the proceeds from the sale of the
convertible  preferred  stock that will be retained for future  working  capital
needs, such as attracting  additional customers by (a) marketing and promotional
efforts or (b)  acquiring  customer  lists,  will be sufficient to meet our cash
needs for the next twelve month period.

Our  independent  auditors  have added an  explanatory  paragraph to their audit
opinions issued in connection with our financial statements for the fiscal years
2004 and 2003,  which  states that our  ability to  continue as a going  concern
depends upon our ability to resolve liquidity problems, principally by obtaining
capital,   increasing  sales  and  generating   sufficient  revenues  to  become
profitable.  Our ability to obtain  additional  funding,  as well as  attracting
additional  customers as described  above will determine our ability to continue
as a going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

RELATED PARTY TRANSACTIONS

During the nine months ended  December 31, 2004,  the  Company's  liability  for
non-interest  bearing cash advances and oil purchases from NRG Heat & Power, LLC
("NRG") and Flaw,  Inc.  ("Flaw"),  oil suppliers  that are owned and managed by
Messrs. Cirillo and Pipolo, officers of the Company, decreased in the net amount
of $231.  During this nine-month  period,  the Company  purchased oil for resale
from NRG and Flaw in the  amount of  $226,060.  As of  December  31,  2004,  the
non-interest bearing obligation of $17,517 to NRG and Flaw is included in due to
related parties in current liabilities.

As of December 31,  2004,  the Company  owed  $12,500 to NexGen  Energy,  LLC, a
company owned by Messrs.  Cirillo,  Pipolo and another stockholder,  for accrued
and unpaid  interest  pertaining  to an obligation  that was satisfied  with the
issuance of common stock effective  January 27, 2004.  This accrued  interest is
included in accounts payable and other accrued expenses in current liabilities

During the nine months ended  December  31, 2004,  the Company had fuel sales of
$55,553 to NRG and $1,447 to Flaw.

COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2004 TO THE THREE MONTHS ENDED
DECEMBER 31, 2003

OVERALL RESULTS OF OPERATIONS

For the  three  months  ended  December  31,  2004,  we  incurred  a net loss of
$164,476,  or $(.00) per share,  which was a decrease of  $178,976  from the net
loss of $343,452 or $(.01) per share for the comparable  prior year period.  The
net  losses  for the three  months  ended  December  31,  2004 and 2003  include
interest  expense of $126,514 and $195,525,  respectively,  of which $75,000 and
$125,000,  respectively,  relate to discount  amortization expense. The net loss
for the three months ended December 31, 2004 also includes a non-cash  charge of
$59,375 for amortization of deferred compensation, as well as a gain of $250,000
for  the  forgiveness  of  interest  accrued  and  unpaid  for  the  convertible
debentures. The decrease in net loss is primarily attributable to this gain.


                                       8
<PAGE>

SALES

Total net sales for the three  months  ended  December  31,  2004 were  $728,954
compared to $539,762 for the three months ended  December 31, 2003. The increase
of $189,192, or 35.1%, can be attributed  principally to a sharp increase in the
average selling price per gallon to $1.61 from $1.25, or 28.1%,  caused by world
market  conditions,  and an increase in gallons  sold of 5.1%.  The  increase in
gallons  sold  is   attributable  to  a  larger  customer  base  that  increased
principally through marketing activities.

GROSS PROFIT

Gross profit decreased by $82,533 to $11,756 for the three months ended December
31, 2004 compared to $94,289 for the three months ended December 31, 2003,  with
gross margin  decreasing to 1.6% from 17.5% for the period.  This is principally
due to the rapid and dramatic increase in product cost and rising transportation
expenses  experienced  in the current  period.  Heating oil retailers  generally
cannot raise  selling  prices as quickly as product  costs  increase in a rising
market;  conversely,  selling prices generally do not fall as quickly as product
costs decrease in a falling market.  Gross profit in the current period was also
adversely  affected by the need for the  Company to  liquidate  certain  hedging
positions  (at $.85 per gallon) that it had entered to match fuel costs to fixed
price customer  contracts.  These  positions were  liquidated to make additional
funds available to meet current operating cash needs early in the current fiscal
year. This action resulted in fuel oil purchases at a higher average cost ($1.46
per gallon) during the current  period,  the effect of which was to reduce gross
profit for the three months ended  December 31, 2004 by  approximately  $25,477,
and reduce gross margin to 1.6% from 5.1%.

OPERATING EXPENSES

Total selling, general and administrative expenses increased to $299,731 for the
three months ended  December 31, 2004,  from $213,866 for the three months ended
December  31, 2003,  due  principally  to  increases  in employee  compensation,
amortization of deferred compensation and professional fees associated with debt
restructuring and financing matters.

OTHER INCOME (EXPENSE)

Interest expense  decreased by $69,011 to $126,514 from $195,525,  for the three
months ended  December 31, 2004 as compared with the three months ended December
31, 2003, due  principally to a $50,000  decrease in the debt discount  expense.
Debt  discount  expense of $75,000  was  recognized  in the three  months  ended
September 30, 2004 as compared to $125,000  recognized in the  comparable  prior
year period. A gain of $250,000 was realized from the forgiveness of $250,000 of
interest  accrued and unpaid for the  convertible  debentures in connection with
the restructuring described in Note 3in the accompanying financial statements.

COMPARISON  OF THE NINE MONTHS ENDED  DECEMBER 31, 2004 TO THE NINE MONTHS ENDED
DECEMBER 31, 2003

OVERALL RESULTS OF OPERATIONS

For the nine months ended December 31, 2004, we incurred a net loss of $996,081,
or $(.01) per share,  which was an  increase  of  $187,153  over the net loss of
$808,928,  or $(.02) per share, for the comparable prior year period.  The first
six months of our fiscal year is traditionally the slowest period for deliveries
of fuel oil due to warmer  weather  conditions in our market,  the  northeastern
United States,  with deliveries  levels  increasing  substantially  in the third
quarter  and  peaking in the fourth  quarter.  The net loss for the nine  months
ended December 31, 2004 includes  non-cash expenses of $375,000 relating to debt
discount expense and $178,125 relating to amortization of deferred compensation,
while the net loss for the nine months ended December 31, 2003 includes non-cash
expenses of $225,000  relating to debt discount  expense and $75,000 relating to
stock issued for professional services.

SALES

Total net sales for the nine months  ended  December  31,  2004 were  $1,079,194
compared to $793,136 for the nine months ended  December 31, 2003.  The increase
of  $286,048,  or 36.1%,  can be  attributed  principally  to an increase in the
average selling price per gallon to $1.49 from $1.25, or 19.1%,  caused by world
market conditions,  as well as a 14.2% increase in gallons sold. The increase in
gallons  sold  is   attributable  to  a  larger  customer  base  that  increased
principally through marketing activities.


                                       9
<PAGE>

GROSS PROFIT

Gross  profit  decreased  by $76,464,  or 61.3%,  to $37,854 for the nine months
ended  December 31, 2004 compared to $114,318 for the nine months ended December
31, 2003, with the gross margin  decreasing to 3.5% from 14.4%.  Gross profit in
the current  period was also  adversely  affected by the need for the Company to
liquidate  certain hedging positions (at $.85 per gallon) that it had entered to
match  fuel  costs to fixed  price  customer  contracts.  These  positions  were
liquidated to make  additional  funds  available to meet current  operating cash
needs  early in the  current  fiscal  year.  This  action  resulted  in fuel oil
purchases at a higher average cost ($1.31 per gallon) during the current period,
the  effect  of which was to  reduce  gross  profit  for the nine  months  ended
December 31, 2004 by approximately $25,477, and reduce gross margin to 3.5% from
5.9%.

OPERATING EXPENSES

Total  selling,  general and  administrative  expenses  increased by $169,343 to
$655,166 for the nine months ended  December 31, 2004 from $485,823 for the nine
months  ended  December  31,  2003 due  principally  to  increases  in  employee
compensation,  amortization  of  deferred  compensation  and  professional  fees
associated with debt restructuring and financing matters,  as well as a one-time
charge to bad debt  expense for a write-off  unrelated  to our core  residential
heating oil business.

OTHER INCOME (EXPENSE)

Interest expense  increased by $190,462 to $572,558 from $382,096,  for the nine
months ended  December 31, 2004 as compared with the nine months ended  December
31, 2003,  due  principally  to an increase in the  recognition of debt discount
expense.  Debt  discount  expense of $375,000 was  recognized in the nine months
ended  December  31, 2004 as compared to $225,000 in the  comparable  prior year
period.  Interest expense also increased due to additional  interest paid in the
nine months ended  December 31, 2004  compared to the prior year period due to a
greater amount of interest-bearing debt outstanding in the current period.

SEASONALITY

Profitability is negatively  affected by the seasonality of our business whereby
the first two quarters of our fiscal year are  traditionally the slowest quarter
for deliveries of fuel oil due to warmer weather  conditions in our market,  the
northeastern United States. Demand increases  substantially in the third quarter
and peaks in the fourth quarter of each fiscal year.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on the Company's financial  condition,
changes in  financial  condition,  revenue or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors,  and the Company does not have any  non-consolidated  special purpose
entities.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2004,  we had a cash balance of $773,346 and a negative  cash
flow from  operations of $511,518 for the period then ended.  We do not have any
available lines of credit. Since inception through the period ended December 31,
2004, we have financed our operations  through loans and from private placements
of  both  debt  and  equity.   On  October  15,   2004,   we  entered  into  two
contemporaneous  transactions  with the  holders  of the  Company's  convertible
debentures  pursuant  to  which we  restructured  the  terms of the  convertible
debentures and sold 1,200 shares of Series A Convertible  Preferred  Stock,  par
value $.001 per share, for $1,200,000 in cash,  before  transaction  expenses in
the amount of $28,343.  We believe that the proceeds from this sale that will be
retained  for  future  working  capital  needs,  such as  attracting  additional
customers by (a) marketing  and  promotional  efforts or (b) acquiring  customer
lists,  will be  sufficient  to meet our cash  needs for the next  twelve  month
period.

The notes to our condensed  consolidated financial statements as of December 31,
2004 contain  footnote  disclosure  regarding an uncertainty with respect to our
ability  to  continue  as a going  concern.  We have  not  generated  sufficient
revenues  to  cover  our  expenses,  and  we  have  an  accumulated  deficit  of
$4,086,742.  However,  we believe that by  concentrating on our core business of
selling  home  heating oil as well as by seeking  the  possible  acquisition  of
profitable  businesses  and the  addition of  customers  through  marketing  and
promotional  efforts,  as well as  reserving  a portion of the  proceeds  of the


                                       10
<PAGE>

recent  sale of  preferred  stock,  we will  generate  sufficient  revenues  and
liquidity  for the  Company to operate  for the next 12 months.  However,  as of
December 31, 2004,  we had $755,670 of current  liabilities  and there can be no
assurances  that the Company will be successful  in developing  its business and
achieving a profitable  level of operations  sufficient to meet its ongoing cash
needs.

The Company has total  liabilities and contractual  obligations of $3,273,619 as
of December 31, 2004.  These  contractual  obligations,  along with the dates on
which such payments are due, are described below:

                                                               MORE THAN 1
CONTRACTUAL OBLIGATIONS             TOTAL      1 YEAR OR LESS      YEAR
-----------------------------    -----------   --------------  -----------
Convertible Debentures           $ 2,517,949     $    --       $ 2,517,949
Accounts Payable and Accrued
  Expenses                           287,865         287,865          --
Accrued Interest                     387,713         387,713          --
Other                                 80,092          80,092          --
                                 -----------     -----------   -----------
Total Contractual Obligations    $ 3,273,619     $   755,670   $ 2,517,949
                                 ===========     ===========   ===========

The  Company's  failure to  develop  its  business  and  achieve a  sufficiently
profitable  level of operations  will likely have a material,  adverse effect on
the Company's  business,  results of operations and financial  condition and the
Company's  ability to  continue as a going  concern.  As a  consequence  of such
failure,  we may be forced to seek protection under the bankruptcy laws. In that
event,  it is  unclear  whether we could  successfully  reorganize  our  capital
structure and operations,  or whether we could realize  sufficient value for our
assets to satisfy our  creditors  in full.  Accordingly,  should we be forced to
file for  bankruptcy  protection,  there is no assurance  that our  stockholders
would receive any value.

Below is a discussion of our sources and uses of funds for the nine months ended
December 31, 2004 and 2003.

NET CASH USED IN OPERATING ACTIVITIES

Net cash used in  operating  activities  was  $511,518  and $352,161 in the nine
months  ended  December  31,  2004 and  2003,  respectively.  The use of cash in
operating activities for the nine months ended December 31, 2004 was principally
the result of a net loss of  $996,081  and a  decrease  in  accounts  payable of
$84,891  following  receipt of the  proceeds  from the Series A Preferred  stock
issuance and seasonable  increases in accounts receivable of $10,772,  inventory
of $26,763 and prepaid expenses of $53,819 attributable to a seasonable increase
in sales volume,  offset by the net of non-cash charges and gain of $401,077, an
increase in accrued interest of $178,975 and an increase in customer deposits of
$49,954.  The use of cash in  operating  activities  for the nine  months  ended
December  31, 2003 was  principally  the result of a net loss of $808,928  and a
seasonable  increase  in  accounts  receivable  of  $63,525,  offset by non-cash
charges of $365,778,  a decrease in prepaid  expenses of $64,116 and an increase
in accrued interest of $120,207.

NET CASH USED IN INVESTING ACTIVITIES

We used $17,464 and $59,684, respectively, during the nine months ended December
31, 2004 and 2003, respectively,  for the acquisition of property and equipment,
principally a computer software fuel system program in the 2003 period.

NET CASH PROVIDED BY FINANCING ACTIVITIES

Net cash provided by financing activities for the nine months ended December 31,
2004 was $1,171,426, principally attributable to $1,200,000 of funds raised from
the sale of Series A Convertible  Preferred Stock,  net of transaction  costs of
$28,343.  Net cash  provided by financing  activities  for the nine months ended
December  31,  2003  was  $454,151  principally  from  the  sale of  convertible
debentures  of  $600,000,  net of  financing  costs of  $114,300,  offset by net
repayments to related parties of $31,549.


                                       11
<PAGE>

CRITICAL ACCOUNTING POLICIES

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issues SFAS No. 123(R),  "Share-Based Payment".  SFAS
No. 123(R) revises SFAS No. 123,  "Accounting for Stock-Based  Compensation" and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees".  SFAS
No. 123(R)  focuses  primarily on the accounting  for  transactions  in which an
entity obtains employee services in share-based payment  transactions.  SFAS no.
123(R)  requires  companies to recognize in the statement of operations the cost
of employee services received in exchange for awards of equity instruments based
on the grant-date fair value of these awards (with limited exceptions). SFAS No.
123(R) is  effective  as of the first  interim or annual  reporting  period that
begins after June 15, 2005 for non-small business issuers and after December 15,
2005 for small business  issuers.  Accordingly,  the Company will adopt SFAS No.
123(R) in its quarter ending Match 31, 2006. The Company is currently evaluating
the provisions of SFAS No. 123(R) and has not yet determined the impact, if any,
that  SFAS No.  123(R)  will have on its  financial  statement  presentation  or
disclosures.

RISK FACTORS

Certain  matters in this  quarterly  Report on Form 10-QSB,  including,  without
limitation,  certain  matters  discussed  in this  Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations and other sections of
this  Report  constitute  "forward-looking  statements"  within  the  meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe harbors
created  thereby.  Forward-looking  statements  are typically  identified by the
words  "believes,"   "expects,"   "anticipates,"   "intends,"   "will,"  "seek,"
"continue,"  "goal" and similar  expressions.  In addition,  any statements that
refer  to   expectations  or  other   characterizations   of  future  events  or
circumstances are  forward-looking  statements.  These statements are based on a
number of assumptions  that could ultimately prove  inaccurate,  and,  therefore
there can be no  assurance  that they will  prove to be  accurate.  Readers  are
cautioned  that  any  such  forward-looking  statements  are not  guarantees  of
performance  and that  matters  referred to in such  forward-looking  statements
involve known and unknown risks, uncertainties and other factors which may cause
actual  results,  performance  or  achievements  of the Company to be materially
different  from any future  results,  performance or  achievements  expressed or
implied by such forward-looking statements.  Among the factors that could affect
performance  are  those  risks  and  uncertainties  discussed  below,  which are
representative of factors which could affect the outcome of the  forward-looking
statements as well as the Company's  overall  future  performance.  In addition,
such statements and the Company's  overall future  performance could be affected
by general industry and market  conditions,  general domestic and  international
economic  conditions and  geopolitical  considerations  or other events that may
negatively impact the markets where the Company competes. The Company undertakes
no obligation to update publicly any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.

CONTINUING  LOSSES.  For our fiscal  years ended March 31, 2004 and 2003 and for
the three and  nine-month  periods ended December 31, 2004, we have incurred net
losses. We expect to continue to incur significant operating expenses until such
time as the volume of heating oil sold increases.

GOING CONCERN UNCERTAINTY.  In their report dated June 28, 2004, our independent
auditors  expressed  substantial  doubt about our ability to continue as a going
concern in our  financial  statements  for the fiscal year ended March 31, 2004.
Our ability to continue as a going concern is a result of recurring  losses from
operations, a stockholders' deficit, and requirement for a significant amount of
capital  financing to proceed with our business plan. Our ability to continue as
a going  concern is subject to our  ability to generate a profit  and/or  obtain
necessary funding from outside sources,  including obtaining  additional funding
from the sale of our  securities,  increasing  sales or  obtaining  loans  where
possible.  The going concern qualification in our auditors' report increases the
difficulty  in  meeting  such  goals and there  can be no  assurances  that such
methods will prove successful.

WORKING CAPITAL DEFICIT. As a result of the $1,200,000 in cash, before expenses,
raised with the sale of Series A Convertible  Preferred  Stock to the holders of
the convertible debentures, we eliminated our historical working capital deficit
and had working capital of $243,259 at December 31, 2004.  However, we had a net
loss of $996,081  during the nine months ended December 31, 2004. As of December
31, 2004, we had a cash balance of $773,746 and current liabilities of $755,670,
as well as total long-term  obligations in the principal amount of $2,517,949 to
convertible  debenture  holders.  While we believe  that the  proceeds  from the
aforementioned  sale  will be  sufficient  to meet our cash  needs  for the next
twelve month period, there can be no assurances that our cash needs for the next
twelve months will not exceed this amount.

LIQUIDITY  RISK.  While we secured  financing of $1,171,657  through the sale on
October 15, 2004 of 1,200 shares of Series A  Convertible  Preferred  Stock,  we
currently  have no other  commitments  with any  third  parties  to  obtain  any


                                       12
<PAGE>

material  amount  of  additional   equity  or  debt  financing.   Our  principal
stockholders have limited financial resources and may not be able to continue to
lend funds to us. We may not be able to obtain any  additional  financing in the
amounts or at the times that we may  require  such  financing.  Nor is there any
assurance  that if we do obtain  any  financing  in the  future,  it would be on
acceptable terms because we have no additional  assets to pledge as security for
the loan and we maybe viewed as a high market risk. In addition,  the consent of
the holders of the Series A Convertible  Preferred Stock is required for certain
transactions,  including  any  merger  or  consolidation  pursuant  to which the
rights,  preferences or privileges of the Series A Convertible  Preferred  Stock
would be adversely  affected and any  transaction  involving the creation of any
class or series of capital  stock of the  Company  that would rank  senior to or
pari passu with the Series A Convertible  Preferred  Stock. As a result,  we may
not have adequate capital to implement future  expansions,  maintain our current
levels of operation or to pursue strategic  acquisitions.  Our failure to obtain
sufficient additional financing could result in the delay or abandonment of some
or all of our expansion and expenditures,  which could harm our business and the
value of our common stock.

HAZARDOUS OPERATIONS.  There are risks associated with the handling of oil, such
as operational hazards and unforeseen  interruptions caused by events beyond our
control.  These  include  accidents,  terrorism  or sabotage,  the  breakdown or
failure of equipment or processes, and catastrophic events. Liabilities incurred
and interruptions in operations caused by the handling of oil have the potential
to materially impact our consolidated results of operations,  financial position
and liquidity.

ENVIRONMENTAL  RISKS. There are environmental risks associated with the risks in
the handling of oil, which include injury or loss of life and extensive property
or  environmental  damage.  In  addition,  the  general  handling of oil has the
potential for serious impacts on human health and the environment.  Because home
heating oil is  considered  harmful  when  released  into the  environment,  the
Company may suffer adverse economic losses in the event an  environmental  claim
exceeds the $1,000,000 limit on the Company's  environmental pollution liability
insurance.

GEOPOLITICAL CONSIDERATIONS. The continuing war in Iraq, acts of sabotage on oil
pipelines  in the  Middle  East and other  oil-producing  regions  of the world,
reports of low reserves in various  oil-production fields and weather conditions
have  contributed to an increase in the price of oil. The  continuing  Iraqi war
and  incidents  of terrorism or sabotage  against the oil  industry,  as well as
turbulent  weather  conditions,  could have further negative economic effects on
the oil industry,  and the price of oil could rise further  and/or the supply of
oil could be diminished or interrupted  for  undeterminable  amount of time. Any
such price increases or supply  disruptions  would have a negative impact on the
Company's business, results of operations and financial condition.

DEPRESSION OF STOCK PRICE. As of December 31, 2004, we had 74,296,826  shares of
common stock issued and outstanding and convertible  debentures outstanding that
may be converted into an estimated 100,717,960 shares of common stock at current
market prices,  and outstanding  warrants to purchase up to 4,000,000  shares of
common stock.  In addition,  the number of shares of common stock  issuable upon
conversion of the outstanding  convertible debentures may increase if the market
price of our stock declines. In the event that shares of common stock are issued
upon  conversion of the  outstanding  convertible  debentures,  the sale of such
shares could adversely affect the market price of our common stock.

DILUTION OF STOCKHOLDERS UPON  CONVERSION/EXERCISE OF OUTSTANDING DEBENTURES AND
WARRANTS.  Our  obligation to issue shares upon  conversion  of our  convertible
securities is essentially  limitless.  The issuance of shares upon conversion of
outstanding  convertible  debentures  and exercise of  outstanding  warrants may
result in  substantial  dilution to the interests of other  stockholders  in the
event that the holders of such  debentures  and warrants  ultimately  convert or
exercise and sell the full amount  issuable on conversion or exercise.  Although
the holders of the  debentures  and  warrants may not convert  their  debentures
and/or  exercise their warrants if such  conversion or exercise would cause them
to own more than 4.99% of our outstanding  common stock,  this  restriction does
not prevent the  holders of the  debentures  and the  warrants  from  converting
and/or  exercising  some of their holdings and then  converting the remainder of
their holdings at a later date.  There is no upper limit on the number of shares
that  may be  issued  which  will  have  the  effect  of  further  diluting  the
proportionate equity interest and voting power of holders of our common stock.

DILUTION OF  STOCKHOLDERS  UPON  CONVERSION  OF PREFERRED  STOCK.  The Company's
issuance of the Series A Convertible  Preferred Stock has a potentially dilutive
effect  upon the holders of common  stock.  Although  the  issuance of shares of
common stock upon the conversion of the Series A Convertible  Preferred Stock is
subject to certain limitations,  the Company has reserved 56,470,588  authorized
and  unissued  shares  of common  stock  for  issuance  upon  conversion  of the
outstanding  shares of  Series A  Convertible  Preferred  Stock  based  upon the
currently effective conversion price.

LIMITED TRADING VOLUME AND PRICE FLUCTUATIONS.  There is a limited public market
for our common stock and there can be no assurance that an active trading market
will develop.  An absence of an active trading market could adversely affect our
stockholders'  ability to sell shares of common stock in short time periods,  or
possibly at all. Our common stock has not traded over the past two years, and is


                                       13
<PAGE>

likely to experience in the future,  significant  price and volume  fluctuations
that could adversely  affect the market price of our common stock without regard
to our  operating  performance.  In  addition,  we believe  that factors such as
quarterly  fluctuations  in our  financial  results  and  changes in the overall
economy or the condition of the  financial  markets could cause the price of our
common stock to fluctuate substantially.

ITEM 3. CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Prior to the filing of this Report on Form 10-QSB,  an evaluation  was performed
under the supervision of and with the participation of the Company's management,
including the President and Chief Financial Officer, of the effectiveness of the
Company's  disclosure  controls and  procedures.  Based on the  evaluation,  the
President and the Chief  Financial  Officer have concluded  that, as of December
31, 2004, the Company's  disclosure  controls and  procedures  were effective to
ensure that information  required to be disclosed by the Company in reports that
it files or submits under the  Securities  Exchange Act of 1934, as amended,  is
recorded,  processed,  summarized and reported within the time periods specified
in SEC rules and  forms.  It should be noted  that the  design of any  system of
controls  is based in part upon  certain  assumptions  about the  likelihood  of
future  events,  and there can be no  assurance  that any design will succeed in
achieving its stated goals under all potential future conditions,  regardless of
how remote.

(b) CHANGES IN INTERNAL CONTROLS

During the fiscal  quarter ended  December 31, 2004,  there were no  significant
changes in the Company's  internal  control over  financial  reporting that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.


                                       14
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

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

RECENT SALES OF UNREGISTERED SECURITIES

The information required by Item 701 of Regulation S-B regarding our recent sale
of Series A Convertible  Preferred Stock is incorporated  herein by reference to
the  Company's  Current  Report on Form 8-K  dated  October  15,  2004 and filed
November 16, 2004, items 1.01, 3.02, 3.03 and 5.03.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Prior to a restructuring on October 15, 2004, the convertible  debentures issued
in 2001, 2002 and June 2003 (aggregating $2,017,949 before discount) had matured
and were in default.  Effective with a  restructuring  of all of the convertible
debentures  on October 15,  2004,  the  maturity  dates of all of the  Company's
outstanding  convertible  debentures  were extended to October 14, 2007, and the
default was cured.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

<TABLE>
<CAPTION>
<S>              <C>                                                                   <C>
 3(i)            Certificate of Designations,  Preferences, and Rights of Series
                 A Incorporated by reference to Form Convertible Preferred Stock
                 of Clickable Enterprises, Inc. 8-K filed November 16, 2004.

31.1             Rule 13a-14(a) Certification of Nicholas Cirillo, Jr.,                Provided Herewith
                 President

31.2             Rule 13a-14(a) Certification of Guy Pipolo, Chief Financial           Provided Herewith
                 Officer

32.1             Certification   of   President   pursuant  to  Section  906           Provided Herewith
                 of  the  Sarbanes-Oxley Act of 2002

32.2             Certification of Chief Financial  Officer pursuant to Section         Provided Herewith
                 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

(b) Reports on Form 8-K

On November 16, 2004, we filed a Report on Form 8-K disclosing under Items 1.01.
3.02,  3,03  and  5.03  that  on  October  15,  2004,  the  Company  sold  1,200
unregistered shares of Series A Convertible Preferred Stock, par value $.001 per
share (the "Preferred Stock"), in a private placement to AJW Partners,  LLC, AJW
Offshore,  Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners
II, LLC (collectively,  the "Investors")  under a Securities  Purchase Agreement
(the "Purchase Agreement"). The aggregate purchase price for the Preferred Stock
was $1.2 million in cash.  The Report on Form 8-K also disclosed that on October
15,  2004,  in  connection  with the  Purchase  Agreement,  the  Company and the
Investors  also entered into an amendment  (the  "Debentures  Amendment") of the
terms of certain  outstanding  convertible  debentures in the aggregate original
principal amount of approximately $2.5 million,  which are held by the Investors


                                       15
<PAGE>

and which were  originally  issued by the Company to the Investors in June 2001,
August  2001,  May  2002,  June  2003,  November  2003  and  January  2004  (the
"Debentures").  Pursuant to the Debentures  Amendment,  among other changes, the
Investors  agreed to  extend  the  maturity  date of each of the  Debentures  to
October 15, 2007 from June 6, 2004,  and to forgive an  aggregate of $250,000 in
accrued interest on the Debentures.

                                   SIGNATURES

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

CLICKABLE ENTERPRISES, INC.


By:    /s/ Nicholas Cirillo, Jr.
       ------------------------
Name:  Nicholas Cirillo, Jr.
Title: President (Principal Executive Officer)

Date: February 22, 2005


By:    /s/ Guy Pipolo
       ------------------------
Name:  Guy Pipolo
Title: Chief Financial Officer (Principal Accounting Officer)

Date: February 22 , 2005


                                       16
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION OF EXHIBIT (1)
-------           --------------------------
<S>               <C>                                                               <C>
3(i)              Certificate of Designations, Preferences, and Rights of Series    Incorporated by reference to Exhibit
                  A Convertible Preferred Stock of Clickable Enterprises,           3(i) to Clickable Enterprises, Inc.'s
                                                                                    Form 8-K filed on November 16, 2004

31.1              Rule  13a-14(a)   Certification  of  Nicholas  Cirillo,   Jr.,    Provided Herewith
                  President

31.2              Rule 13a-14(a)  Certification  of Guy Pipolo,  Chief Financial    Provided Herewith
                  Officer

32.1              Certification  of  President  pursuant  to Section  906 of the    Provided Herewith
                  Sarbanes-Oxley   Act  of  2002

32.2              Certification  of Chief Financial  Officer pursuant to Section    Provided Herewith
                  906 of the Sarbanes-Oxley Act of 2002
</TABLE>

(1) In the  case  of  incorporation  by  reference  to  documents  filed  by the
Registrant  under the  Exchange  Act,  the  Registrant's  file number  under the
Exchange Act is 0-23737.


                                       17