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

                                    FORM 10-K
(Mark One)
|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

For the fiscal year ended:  June 30, 2004

                                       OR

| |   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: 0-21825

                         STREICHER MOBILE FUELING, INC.
             (Exact name of registrant as specified in its charter)

               Florida                                 65-0707824
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)                Identification No.)

    800 West Cypress Creek Road, Suite 580, Fort Lauderdale, Florida 33309
               (Address of principal executive offices) (Zip Code)

                                 (954) 308-4200
              (Registrant's telephone number, including area code)

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

                          Common Stock, $.01 Par Value
                  Redeemable Common Stock Purchase Warrants

      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 the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No

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

      The aggregate market value of the voting stock held by non-affiliates was
$6,198,991. The aggregate market value was computed by reference to the last
sale price of the registrant's Common Stock on the NASDAQ Stock Market on
September 23, 2004.

      As of September 23, 2004 there were 7,367,960 shares of the Registrant's
Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Certain Portions of Registrant's Proxy Statement relating to the 2004 Annual
Meeting of Shareholders are incorporated by reference into Part III.


<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                    PAGE
<S>          <C>                                                                     <C>
PART I.
-------

Item 1.     Description of Business...............................................     1

Item 2.     Description of Property...............................................     9

Item 3.     Legal Proceedings.....................................................     9

Item 4.     Submission of Matters to a Vote of Security Holders...................     9


PART II.
--------

Item 5.     Market for Common Equity and Related Shareholder Matters..............    10

Item 6.     Selected Financial Data...............................................    10

Item 7.     Management's Discussion and Analysis of Financial Condition
                 and Results of Operations........................................    13

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk............    25

Item 8.     Financial Statements and Supplementary Data...........................    25

Item 9.     Changes in and Disagreements with Accountants on Accounting
                 and Financial Disclosure.........................................    25

Item 9A.    Controls and Procedures...............................................    26


PART III.
---------

Item 10.    Directors, Executive Officers, Promoters and Control Persons;
                 Compliance with Section 16(a) of the Exchange Act................    27

Item 11.    Executive Compensation................................................    27

Item 12.    Security Ownership of Certain Beneficial Owners and Management........    27

Item 13.    Certain Relationships and Related Transactions........................    27

Item 14.    Principal Accounting Fees and Services................................    27

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.......    28
</TABLE>


<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

      Streicher Mobile Fueling, Inc., a Florida corporation (the "Company")
formed in 1996, provides mobile fueling and fuel management out-sourced services
to businesses that operate fleets of vehicles and equipment of various sizes,
including governmental agencies, utilities, trucking companies, bus lines,
hauling and delivery services, courier services, construction companies and
others. The Company's specialized truck fleet delivers fuel to customers'
locations on a regularly scheduled or as needed basis, refueling vehicles and
equipment and/or re- supplying fixed-site storage facilities. The Company's
patented proprietary electronic fuel tracking control system is used to measure,
record and track fuel dispensed to each vehicle and tank fueled at a customer
location, allowing verification of the amount and type of fuel delivered and
providing customers with customized fleet fuel data for management analysis and
tax reporting.

      The Company's mobile fueling services provide numerous advantages to its
customers, including lower labor and administrative costs associated with
fueling vehicles, centralized control over fuel inventories and usage, tax
reporting benefits, elimination of costs and the risk of environmental
liabilities associated with on-site fuel storage and dispensing facilities,
lower risk of employee theft of fuel, emergency fuel availability, and the
elimination of security risks associated with off-site fueling by employees.

      The Company presently operates over 100 custom specialized mobile fueling
trucks from 16 operating locations in California, District of Columbia, Florida,
Georgia, Maryland, North Carolina, Pennsylvania, Tennessee, Texas and Virginia
and continues to increase market penetration in its existing service areas and
to develop its operations in new markets. During the 2004 fiscal year, the
Company entered new markets in the District of Columbia, Maryland, North
Carolina and Virginia, and in August 2004, the Company entered the Pennsylvania
market. The Company intends to continue to enter other new markets where it
believes that mobile fueling or fuel management business can be obtained at
profitable margins. The Company is also actively seeking acquisitions to achieve
additional growth.


THE MOBILE FUELING INDUSTRY

      Traditionally, businesses and other entities that operate fleets of
vehicles and equipment have met their fueling requirements by either maintaining
their own supply of fuel in on-site storage tanks or fueling vehicles at retail
stations and other third party facilities.

      On-site storage tanks and fueling facilities can be expensive to construct
and maintain, and expose the property owner and operator to potential liability
associated with fuel leaks or spills. In addition, increasingly stringent
federal and state environmental regulation of underground storage tanks may
require businesses that maintain their own fuel supplies to spend significant
amounts to remove, retrofit and/or to maintain underground and aboveground
storage tanks to meet regulatory standards. The Company believes that many fleet
operators currently utilizing on-site storage tanks will choose to meet their
fueling requirements by other means, including mobile fueling, instead of
investing in upgrading and/or maintaining existing facilities.

      The fueling of vehicles at retail stations and other third party
facilities by fleet operators can result in a higher cost of operations due to
inefficient use of employee time, the creation of significant unnecessary
paperwork and employee fraud. While large users may be able to negotiate
favorable fuel pricing from retail stations or other fuel suppliers, the labor
cost incurred in connection with employee fueling of vehicles and the costs
associated with management and administration of fuel purchases, can exceed the
benefits associated with price discounts.


<PAGE>


      Specifically, mobile fueling and fuel management out-sourced services
offer numerous benefits over traditional fueling methods:

      o  REDUCES OPERATING COSTS AND INCREASES LABOR PRODUCTIVITY. Mobile
         fueling enables fleet operators to reduce operating costs, lowering
         payroll hours by eliminating the need for their employees to fuel
         vehicles either on-site or at local retail stations and other third
         party facilities. Overnight fueling prepares fleet vehicles for
         operation at the beginning of each workday, increasing labor
         productivity by allowing employees to use their vehicles during time
         that would otherwise be spent fueling and maximizing vehicle use as
         fueling is conducted during non-operating hours. The running fuel
         necessary to operate vehicles is reduced as fueling takes place at
         customer locations. Mobile fueling also reduces the administrative
         burden required to manage fuel programs and monitor vehicle
         utilization.

      o  PROVIDES CENTRALIZED INVENTORY CONTROL AND MANAGEMENT. The Company's
         fuel management system provides fleet operators with a central
         management data source. Web-based comprehensive reports detail, among
         other things, the location, description, fuel type and daily and
         weekly fuel consumption of each vehicle or piece of equipment fueled
         by the Company. This eliminates customers' need to invest working
         capital to carry fuel supplies, allow customers to centralize their
         fuel inventory controls, track and analyze vehicle movement and fuel
         consumption for management and fuel tax reporting purposes.

      o  PROVIDES TAX REPORTING BENEFITS. The ability of the Company's fuel
         management system to track fuel consumption to specific vehicles and
         fuel tanks provides tax benefits to customers who consume fuel in uses
         that are tax-exempt, such as for off-road vehicles, government-owned
         vehicles and fuel used to operate refrigerator units on vehicles. For
         such uses, the customers receive reports which provide them with the
         information required to substantiate such tax exemptions.

      o  ELIMINATES EXPENSES AND LIABILITIES OF ON-SITE STORAGE. Fleet
         operators who previously satisfied their fuel requirements using
         on-site storage tanks can eliminate the capital and costs relating to
         installing, equipping and maintaining fuel storage and dispensing
         facilities, including the cost and price volatility associated with
         fuel inventories, complying with escalating environmental government
         regulations, and carrying increasingly expensive insurance. By
         removing on-site storage tanks and relying on mobile fueling,
         customers avoid potential liabilities to employees and equipment from
         fuel storage and handling. Mobile fueling eliminates customers'
         expensive and inefficient use of business space and the diminution of
         property values associated with environmental concerns.

      o  PREVENTS FUEL THEFT. Fleet operators that rely on employees to fuel
         vehicles, whether at on-site facilities or at retail stations, often
         experience shrinkage of fuel inventories or excess fuel purchases due
         to employee fraud. The Company's fuel management system eliminates the
         risk of employee theft by dispensing fuel only to authorized vehicles.
         Utilizing an independent contractor such as the Company for fueling
         services rather than allowing employees to purchase fuel at local
         retail stations also eliminates employee fraud due to credit card
         abuse.

      o  PROVIDES EMERGENCY FUEL SUPPLIES AND SECURITY. Emergency
         preparedness, including fuel availability, is critical to the
         operation of utilities, delivery services and other fleet operators.
         The Company provides access to emergency fuel supplies at times and
         locations chosen by its customers, allowing customers to react more
         quickly and effectively to emergency situations, such as severe
         weather conditions and related disasters. Fueling by fleet operators
         at their own on-site storage facilities, and/or at retail and other
         third party locations may be limited due to power interruption, supply
         outages or access and other natural limitations. In addition, security
         concerns of fleet operators to terrorism, hijacking and sabotage is
         increasing. The mobile fueling of vehicles at the customers'
         facilities eliminates security risks to the fleet operators' employees
         and equipment associated with fueling at retail service stations and
         other third party facilities.


                                       2

<PAGE>


MARKETING AND CUSTOMERS

      The Company markets its mobile fueling services to customers operating all
size fleets of vehicles and equipment in connection with their business,
including governmental agencies, utilities, trucking companies, bus lines,
hauling and delivery services, courier services, construction companies and
others. While large fleet operators offer immediate market penetration on a
regional basis, small fleet operators are equally important accounts because
they provide geographic density which optimizes fuel delivery efficiency and
minimizes cost. Once engaged to provide mobile fueling services, the Company is
usually the exclusive service provider for the fueling of a customer's entire
fleet or of a particular location of vehicles and equipment in a market.

      The Company focuses its marketing efforts on fleet operators within
established service areas. Fleet size and type, fuel requirements, fueling
logistics and credit worthiness are factors in identifying potential new
customers for the Company's services. Direct marketing is the primary method of
developing new business. Referrals from existing customers and Company personnel
are also important sources of potential business. In addition, the Company is
actively developing new service markets. A minimum level of business commitments
is required prior to the Company's entry into any new market. The ability to
provide service to an existing customer in a new market and the identification
of local new customers meeting the Company's criteria are strong considerations
in a decision to enter any market.

      The Company currently distributes diesel, gasoline and alternative fuels
to approximately 800 customers. Revenue (excluding fuel taxes) from one large
customer, the United States Postal Service, totaled $9.5 million (14% of total
revenue) and $8.5 million (16% of total revenue) in the fiscal years ended June
30, 2004 and 2003, respectively. However, revenue from this customer was
generated from a total of six and nine separate and non-interdependent written
contracts of varying lengths of service and renewal options for the years ended
June 30, 2004 and 2003, respectively. Although the Company has formal, length of
service written contracts with certain of its larger customers, such agreements
are not customary in the mobile fueling business and are not entered into by the
Company with the majority of its customers. Most of the Company's customers can
terminate the Company's mobile fueling services at any time and for any reason,
and the Company can similarly discontinue service to any customer. The Company
would discontinue service to a customer if changes in the service conditions or
other factors cause the Company not to meet its minimum level of margins and
rates, and the Company is unable to re-negotiate its arrangement with the
customer.

      The Company competes with other distributors of fuel, including several
regional distributors and numerous small independent operators who provide
mobile fueling services. The Company also competes with retail marketing where
fleet operators have the option of fueling their own equipment at retail
stations and other third-party service locations. The Company's ability to
compete is dependent on numerous factors, including price, delivery
dependability, credit terms, service locations, as well as the level of
reporting and invoicing services provided.

TRUCK FLEET AND OPERATIONS

      The Company currently provides its mobile fueling and fuel management
services from 26 locations in California, District of Columbia, Florida,
Georgia, Maryland, North Carolina, Pennsylvania, Tennessee, Texas and Virginia.
The Company delivers fuel utilizing its own fleet of over 100 custom mobile
fueling trucks with multi-compartmented tanks whose fuel carrying capacities
range from 2,800 to 4,400 gallons. Generally, each truck services between five
and fifteen customer locations per night or day, on specified delivery routes,
depending on customer size and fueling logistics. The fuel supply to be
delivered is acquired daily at local third-party terminal storage facilities.
Each truck is operated by a driver who also handles the actual fueling of the
customers' vehicles ("fueler/operator").

FUEL TRACKING AND REPORTING SYSTEM

      The Company utilizes a patented proprietary fuel tracking and reporting
management system in its mobile fueling operations. It owns all patents covering
the system, the rights to which are registered with the United States Patent and
Trademark Office. The Company believes its system to be the first and only one
specifically designed to meet the demands and rigors of mobile fueling, and the
only one certified for accuracy by The National Conference


                                       3


<PAGE>


on Weights and Measures. Data is derived from the Fuel Tracking Controller
("FTC") Computer which is installed on each truck and is linked to the Company's
fueler/operator by a hand-held radio controlled scanning and transmitting
device. The FTC Computer is programmed to control any variety of truck
configurations, including single or multiple products and any number of pumps
and hoses attached to the truck. The FTC fuel management system electronically
records date, time, customer vehicle identification number, product type and
volume of fuel delivered by the Company's trucks into each customer vehicle. For
security and tracking purposes, the FTC Computer will not permit fuel to be
dispensed from the Company's truck unless both the customer's fleet yard and the
individual vehicle or piece of equipment to be fueled are electronically
verified by the FTC Computer registration. All fueling transactions are recorded
on the truck's FTC Computer, downloaded at the Company's service locations and
transmitted to the Company's corporate headquarters where the data is
assimilated into detailed service reports and invoices for the customer. This
information can be delivered to the customer by a number of methods, including
the internet, and data may also be delivered to the customer at his vehicle
location at the time of fueling.

      Because some service applications require both mobile fueling and the use
by the customer of his own on-site storage tanks, the Company has adapted the
FTC Computer to track the use by the customer of its own fixed-site tanks. Upon
installation of an FTC Computer, the Company services and manages fuel delivery
to a customer's on-site storage tank, providing reports detailing fuel dispensed
from the tank into each of the customer's vehicles, either alone or in
combination with the customer's mobile fueling use.

FUEL SUPPLY

      Diesel fuel and gasoline are commodities which are refined and distributed
by numerous sources. The Company purchases the fuel delivered to its customers
from multiple suppliers at daily market prices and in some cases qualifies for
discounts. The Company monitors fuel prices and trends in each of its service
markets on a daily basis and seeks to purchase its supply at the lowest prices
and under the most favorable terms. Commodity price risk is mitigated since the
Company purchases and delivers fuel supplies daily and generally utilizes
cost-plus pricing when billing customers. The Company also handles the delivery
of customer and third-party supplied fuel.

EXECUTIVE OFFICERS

      The executive officers of the Company as of June 30, 2004 are as follows:

<TABLE>
<CAPTION>
             Name                Age                     Position and Office
-----------------------------   -----   -----------------------------------------------
<S>                              <C>
Richard E. Gathright.........    50     President, Chief Executive Officer and Director
Michael S. Shore.............    36     Senior Vice President, Chief Financial Officer,
                                           Secretary and Treasurer
Gary G. Williams.............    48     Senior Vice President, Commercial Operations
Paul C. Vinger...............    34     Senior Vice President, Corporate Planning and
                                           Fleet Operations
Timothy W. Koshollek.........    40     Vice President, Marketing and Sales
</TABLE>

      MR. GATHRIGHT has been Chief Executive Officer and President of the
Company since November 2000 and a Director since March 2001. He is responsible
for the management of all business affairs of the Company, reporting directly to
the Board of Directors. He was an advisor on operational and financial matters
to the senior management of several domestic and international energy companies
from January 2000 through October 2000. From September 1996 to December 1999, he
was President and Chief Operating Officer of TransMontaigne Inc., a Denver-based
publicly owned company providing logistical services to major energy companies
and large industrial customers; a Director from April 1995 to December 1999;
Executive Vice President from April 1995 to September 1996; and from December
1993 to April 1995 was President and Chief Operating Officer of a predecessor of
TransMontaigne.


                                       4


<PAGE>


From 1988 to 1993, he was President and Director of North American Operations
for Aberdeen Petroleum PLC, a London-based public company engaged in
international oil and gas operations, also serving on its Board of Directors.
Prior to joining Aberdeen, he held a number of positions in the energy industry
in the areas of procurement, operations and management of oil and gas assets.

      MR. SHORE has been Senior Vice President, Chief Financial Officer,
Secretary and Treasurer since February 2002. Prior to joining the Company, he
was CEO and President of Shore Strategic and Financial Consulting, providing
financial, management and information systems technology services to corporate
clients in the United States and Latin America. From 1998 to 2000, he served as
Director of Finance/Controller for the North American Zone Operations of the
Paris-based Club Mediterranee. From 1996 to 1998, he was Vice President of
Finance for Interfoods of America, Inc., the largest Popeyes Fried Chicken &
Biscuits franchisee. From 1994 to 1996, he was the Manager of Accounting for
Arby's, Inc. Mr. Shore began his professional career in 1990 with Arthur
Andersen, LLP where he became a Senior Auditor.

      MR. WILLIAMS has been Senior Vice President, Commercial Operations for the
Company since February 2001, responsible for Marketing and Sales and Product
Procurement. From 1995 to February 2001, he was Vice President of Marketing for
the supply, distribution and marketing subsidiary of TransMontaigne Inc.,
managing wholesale marketing functions in the Mid-Continent, Southeast and
Mid-Atlantic and serving on that company's senior risk management committee.
From 1987 to 1995, he was Regional Manager for Kerr-McGee Refining Corporation,
responsible for unbranded petroleum product sales in its southeastern United
States 11 state marketing region. Prior to 1987, Mr. Williams held various
positions in the product procurement, marketing and sales, and trucking sectors
of the petroleum industry.

      MR. VINGER has been Vice President, Corporate Planning and Operations for
the Company since August 2001, managing fleet and field operations and
responsible for corporate planning and analysis; and from December 2000 to
August 2001, he was Director of Corporate Planning. He was Senior Analyst of
Corporate Planning and Finance for TransMontaigne Inc., from September 1998 to
December 2000, responsible for operations and acquisitions analyses and the
management of supply scheduling and product allocations. From 1997 to 1998, he
was a Manager of Terminal Operations for TransMontaigne Inc. responsible for
petroleum product and chemical terminals. From 1994 to 1997, he was a Research
Associate for E. I. Dupont. From 1991 to 2001, Mr. Vinger served to the rank of
Captain in the United States Military.

      MR. KOSHOLLEK has been Vice President, Marketing for the Company since
March 1998. From October 1996 to March 1998, he was Vice President of Marketing
and Operations for the Company and from 1994 to October 1996 served in the same
position for Streicher Enterprises, Inc., the Company's predecessor. From 1992
to 1993, he was an owner and the General Manager of Premier Wholesale Seafood
Exchange, Inc. From 1989 to 1992, he was the Operations Manager of Streicher
Enterprises, Inc. responsible for its Southeast division fuel delivery
operations. From 1986 to 1988, Mr. Koshollek was Sales and Maintenance Manager
of Kay Yacht Management, Inc., responsible for new customer sales, set-up and
maintenance programs.

EMPLOYEES

      At June 30, 2004, the Company had 165 full-time employees.

GOVERNMENTAL REGULATION

      The Company's operations are affected by numerous federal, state and local
laws, regulations and ordinances, including those relating to protection of the
environment and worker safety. Various federal, state and local agencies have
broad powers under these laws, regulations and ordinances. In particular, the
operation of the Company's mobile fueling fleet and its transportation of diesel
fuel and gasoline are subject to extensive regulation by the U.S. Department of
Transportation ("DOT") under the Federal Motor Carrier Safety Act ("FMCSA") and
the Hazardous Materials Transportation Act ("HMTA"). The Company is subject to
regulatory and legislative changes that can affect the economics of the industry
by requiring changes in operating practices or influencing the demand for, and
the cost of providing, its services. On January 4, 2004, new federal safety
rules took effect reducing the number of hours truck drivers can be on duty,
including any time spent fueling their trucks or equipment. The


                                       5


<PAGE>


Company believes that the changes mandated under the new rules will increase the
attractiveness of using mobile fueling services. Fleet operators may decide to
use their drivers' time more effectively by delivering their product or services
rather than spending time fueling vehicles. In addition, the Company depends on
the supply of diesel fuel and gasoline from the oil and gas industry and,
therefore, is affected by changing taxes, price controls and other laws and
regulations generally relating to the oil and gas industry. The Company cannot
determine the extent to which its future operations and earnings may be affected
by new legislation, new regulations or changes in existing regulations.

      The technical requirements of these laws and regulations are becoming
increasingly expensive, complex and stringent. These laws may impose penalties
or sanctions for damages to natural resources or threats to public health and
safety. Such laws and regulations may also expose the Company to liability for
the conduct of or conditions caused by others, or for acts of the Company that
were in compliance with all applicable laws at the time such acts were
performed. Sanctions for noncompliance may include revocation of permits,
corrective action orders, administrative or civil penalties and criminal
prosecution. Certain environmental laws provide for joint and several liability
for remediation of spills and releases of hazardous substances. In addition, the
Company may be subject to claims alleging personal injury or property damage as
a result of alleged exposure to hazardous substances, as well as damage to
natural resources.

      Although the Company believes that it is in substantial compliance with
existing laws and regulations, there can be no assurance that substantial costs
for compliance will not be incurred in the future. There could be an adverse
affect upon the Company's operations if there were any substantial violations of
these rules and regulations. Moreover, it is possible that other developments,
such as stricter environmental laws, regulations and enforcement policies
thereunder, could result in additional, presently unquantifiable, costs or
liabilities to the Company.


CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS

      The following important factors have affected, and may in the future
continue to affect, the Company's business, results of operations and financial
condition, and could cause the Company's operating results to differ materially
from those expressed in any forward-looking statements made by or on behalf of
the Company elsewhere in this report.

      NO ASSURANCES OF FUTURE PROFITABILITY; LOSSES FROM OPERATIONS; NEED FOR
CAPITAL. The Company incurred net losses for the fiscal years ended June 30,
2004, 2003 and 2002. In order for the Company to earn profits in the future, it
needs to increase volumes at profitable margins, control costs and generate
sufficient cash flow to support its working capital and debt service
requirements. There is no assurance that management will be able to accomplish
its business plan, or that it will be able to continue to raise capital at terms
which are acceptable to the Company, to support working capital requirements or
debt service shortfalls during any business downturns. At June 30, 2004, the
Company's working capital was $2.5 million compared to a working capital deficit
of $2.4 million on June 30, 2003. The $4.9 million increase principally relates
to the August 2003 debt refinancing that yielded net proceeds of $2.8 million
and the reduction of the current portion of long-term debt of $2.0 million due
to the two-year principal moratorium. While in the fourth quarter ending
June 30, 2004, net margin per gallon improved to 11.9 cents per gallon versus
2004 annual average net margin per gallon of 9.9 cents, there is no assurance
that this trend will continue in the future. In the event of adverse market
conditions in the mobile fueling industry, negative customer reactions to new or
existing marketing strategies, or negative economic conditions generally,
margins may fail to improve further or even diminish.

      TRADING MARKET FOR THE COMPANY'S COMMON STOCK. The Company's common stock
is thinly traded which could make it difficult for shareholders to sell shares
at a predictable price or at all. In addition, there may be volatility in the
market price of the Company's common stock due to factors beyond the Company's
control. The Company's quarterly operating results, changes in general
conditions in the economy, the financial markets or other developments affecting
the Company could cause the market price of the Company's common stock to
fluctuate, making it difficult for shareholders to sell shares at predictable
prices or times.


                                       6


<PAGE>


      GROWTH DEPENDENT UPON EXPANSION; RISKS ASSOCIATED WITH EXPANSION INTO NEW
MARKETS. A significant component of the Company's future growth strategy will be
to expand the Company's business into new service locations. The Company intends
to expand into additional major and secondary metropolitan areas. Expansion will
largely be dependent on the Company's ability to demonstrate the benefits of
mobile fueling to potential new customers; successfully establish and operate
new locations; hire, train and retain qualified management, operating, marketing
and sales personnel; finance capital expenditures and working capital
requirements; secure reliable sources of product supply on a timely basis and on
commercially acceptable credit terms; and successfully manage growth by
effectively supervising operations, controlling costs and maintaining
appropriate quality controls. The Company's growth will depend upon its ability
to achieve greater penetration in existing markets and to successfully enter new
markets. The Company may also seek to expand through the acquisition of existing
companies or their operations and customer bases. During the fiscal year ended
June 30, 2004, the Company commenced operations in new markets in the District
of Columbia, Maryland, North Carolina and Virginia. In August 2004, the Company
entered the Pennsylvania market. There can be no assurance that the Company will
be able to successfully continue to expand its operations beyond these recently
entered new markets.

      ACQUISITION AVAILABILITY; INTEGRATING ACQUISITIONS. The Company's future
growth strategy may also involve the acquisition of other mobile fueling
companies, wholesale fuel or petroleum lubricant distributors or related
entities and businesses in existing and new markets. There can be no assurance
that the Company will be able to locate or make suitable acquisitions on
acceptable terms or that any future acquisitions would be effectively and
profitably integrated into the Company's operations. Acquisitions involve risks
that could adversely affect the Company's operating results, including
management commitment; integration of the operations and personnel of the
acquired business; future write downs of acquired intangible assets; and
possible loss of key personnel of the acquired business.

      DEPENDENCE ON KEY PERSONNEL. The future success of the Company will be
largely dependent on the continued services and efforts of Richard E. Gathright,
the Company's President and Chief Executive Officer, and other key executive
personnel. The loss of the services of Mr. Gathright or other key executive
personnel could have a material adverse effect on the Company's business and
prospects. The Company's success and plans for future growth will also depend on
its ability to attract and retain additional qualified management, operating,
marketing, sales and financial personnel. There can be no assurance that the
Company will be able to hire or retain such personnel on terms satisfactory to
the Company. Mr. Gathright and the Company have recently extended his existing
employment agreement so that it now expires October 31, 2005. The Company has
also entered into written employment agreements with certain other executive
personnel.

      FUEL PRICING; EFFECT ON PROFITABILITY. Diesel fuel and gasoline are
commodities which are refined and distributed by numerous sources. The Company
purchases the fuel delivered to its customers from multiple suppliers at daily
market prices and in some cases qualifies for certain discounts. The Company
monitors fuel prices and trends in each of its service markets on a daily basis
and seeks to purchase its supply at the lowest prices and under the most
favorable terms. Commodity price risk is mitigated since the Company purchases
and delivers its fuel supply daily and generally utilizes cost-plus pricing when
billing its customers. If the Company cannot continue to utilize cost-plus
pricing when billing its customers, margins would likely decrease and a loss
could be incurred. The Company has not engaged in derivatives or futures trading
to hedge fuel price movements.

      RISKS ASSOCIATED WITH CUSTOMER CONCENTRATION; ABSENCE OF WRITTEN
AGREEMENTS. Although the Company provides services to an extensive number of
customers, a significant portion of its revenue is generated from a few of its
larger customers. While the Company does have formal, length of service written
contracts with some of these larger customers, such agreements are not customary
in the mobile fueling business and have not been entered into by the Company
with the majority of its customers. As a result, most of the Company's customers
can terminate the Company's mobile fueling services at any time and for any
reason, and the Company can similarly discontinue service to any customer. The
Company may discontinue service to a customer if changes in the service
conditions or other factors cause the Company not to meet its minimum level of
margins and rates, and the pricing or delivery arrangements cannot be
re-negotiated. As a result of this customer concentration and absence of written
agreements, the Company's business, results of operations and financial
condition could be materially adversely affected if one or more of its large
customers were lost or if the Company were to experience a high rate of service
terminations.


                                        7


<PAGE>


      MANAGEMENT OF GROWTH. The Company's future growth strategy is dependent on
effective operational, financial and other internal systems, and the ability to
attract, train, motivate, manage and retain its employees. If the Company is
unable to manage growth effectively, results of operations will be adversely
affected.

      COMPETITION. The Company competes with other mobile fueling service
providers, including several regional, and numerous small, independent operators
who provide these services. The Company also competes with retail marketing
where fleet operators have the option of fueling their own equipment at retail
stations and other third-party service locations such as cardlock facilities.
The Company's ability to compete is dependent on numerous factors, including
price, delivery dependability, credit terms, service locations, and reporting
and invoicing services. There can be no assurance that the Company will be able
to continue to compete successfully as a result of these or other factors.

      OPERATING RISKS MAY NOT BE COVERED BY INSURANCE. The Company's operations
are subject to all of the operating hazards and risks normally incidental to
handling, storing and transporting diesel fuel and gasoline, which are
classified as hazardous materials. The Company maintains insurance policies in
such amounts and with such coverages and deductibles as the Company believes are
reasonable and prudent. However, there can be no assurance that such insurance
will be adequate to protect the Company from liabilities and expenses that may
arise from claims for personal and property damage arising in the ordinary
course of business or that such levels of insurance will be maintained by the
Company or will be available at economical prices.

      GOVERNMENTAL REGULATION. See the discussion of governmental regulations
and their impact on the Company in the "Governmental Regulation" section above.

      CHANGES IN ENVIRONMENTAL REQUIREMENTS. The Company expects to derive
future business by converting fleet operators currently utilizing underground
fuel storage tanks for their fueling needs to mobile fueling. The owners of
underground storage tanks have been required to remove or retrofit those tanks
to comply with technical regulatory requirements pertaining to their
construction and operation. If other more economical means of compliance are
developed or adopted by owners of underground storage tanks, the opportunity for
the Company to market its services to such owners may be adversely affected.


                                       8


<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

      The following table sets forth certain information concerning the property
and facilities that are owned or leased by the Company for use in its
operations:

<TABLE>
<CAPTION>
                                                                        Lease Expiration
           Description                      Location                    With All Options          Notes
           -----------                      --------                    ----------------          -----
<S>    <C>                             <C>                             <C>                        <C>
      Office                           Gardena, California                  7/15/05                (1)
      Truck yard/parking               Gardena, California                  3/31/05                (1)
      Corporate offices                Ft. Lauderdale, Florida              2/28/05                (1)
      Truck yard and office            Ft. Myers, Florida              90 days to 90 days          (1)
      Truck yard and office            Port Everglades, Florida             2/28/05                (1)
      Truck yard and office            Jacksonville, Florida                8/31/15                (1)
      Truck yard and office            Baltimore, Maryland               Month to Month            (1)
      Truck yard and office            Melbourne, Florida                Month to Month            (1)
      Truck yard and office            Orlando, Florida                      6/1/05                (1)
      Office                           Tampa, Florida                    Month to month            (1)
      Truck yard                       Tampa, Florida                         N/A                  (2)
      Truck yard and office            Doraville, Georgia                   11/1/05                (1)
      Truck yard and office            Charlotte, North Carolina         Month to month            (1)
      Truck yard/parking               Greensboro, North Carolina        Month to Month            (1)
      Truck yard and office            Kingsport, Tennessee              Month to Month            (1)
      Truck yard/parking and office    Chattanooga, Tennessee            Month to Month            (1)
      Truck yard and office            Houston, Texas                       3/31/05                (1)
      Truck yard and office            Ft. Worth, Texas                     12/31/04               (1)
      Truck parking                    Harrisburg, Pennsylvania          Month to Month            (1)
</TABLE>
---------------
(1) Leased.
(2) Property owned by the Company.


ITEM 3.  LEGAL PROCEEDINGS

      On December 15, 2003, the National Labor Relations Board filed an
application for enforcement of its October 31, 2003 order requiring the Company
to bargain with the International Brotherhood of Teamsters, Local 385, AFL-CIO
as the exclusive bargaining representative of the 14 full-time and regular
part-time truck drivers employed by the Company at its Orlando, Florida
facility, and alleging unfair labor practices in connection with that refusal to
bargain [NLRB v. Streicher Mobile Fueling, Inc., No. 03-16340-AA, U.S. Court of
Appeals (11th Cir.)] The Company has answered the application, denying that the
union was properly certified and denying any unfair labor practices. The Company
is vigorously defending the matter on various grounds, including the union's use
of a misleading sample ballot during the certification process. Briefing has
been completed and the Court has scheduled oral argument for December 2004. The
Company believes that the outcome of this issue will not be material to the
results of operations or financial condition.

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

      No matters were submitted to a vote of the security holders, through the
solicitation of proxies or otherwise, during the three months ended June 30,
2004.


                                       9


<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

      The Company's common stock, par value $.01 ("common stock") and Redeemable
Common Stock Purchase Warrants ("warrants") have traded in the National
Association of Securities Dealers Automated Quotation System ("NASDAQ")
Small-Cap Market under the symbols "FUEL" and "FUELW", respectively, since
December 11, 1996, the date of the Company's initial public offering. The
following table sets forth, for the periods indicated, the high and low bid
prices for the common stock and warrants, as reported by NASDAQ.

<TABLE>
<CAPTION>
                                           Common Stock                 Warrants
                                        ----------------------      ----------------------
                                        High          Low           High          Low
<S>      <C>                              <C>          <C>           <C>           <C>
      Year Ended June 30, 2004
         1st quarter                      $ 1.36       $ 0.80        $ 0.19        $ 0.08
         2nd quarter                      $ 1.55       $ 1.01        $ 0.29        $ 0.03
         3rd quarter                      $ 3.30       $ 1.03        $ 0.35        $ 0.15
         4th quarter                      $ 2.40       $ 1.20        $ 0.26        $ 0.01

      Year Ended June 30, 2003
         1st quarter                      $ 1.33       $ 0.80        $ 0.08        $ 0.06
         2nd quarter                      $ 1.40       $ 0.72        $ 0.13        $ 0.01
         3rd quarter                      $ 1.09       $ 0.73        $ 0.11        $ 0.02
         4th quarter                      $ 1.07       $ 0.62        $ 0.27        $ 0.04

      Year Ended June 30, 2002
         1st quarter                      $ 1.63       $ 1.10        $ 0.14        $ 0.06
         2nd quarter                      $ 1.40       $ 0.96        $ 0.08        $ 0.03
         3rd quarter                      $ 1.30       $ 0.98        $ 0.11        $ 0.06
         4th quarter                      $ 1.37       $ 1.00        $ 0.11        $ 0.07
</TABLE>

      On June 30, 2004, the closing bid price of the common stock was $1.27 per
share and the closing bid price of the warrants was $0.17 per warrant. As of
June 30, 2004, there were approximately 45 holders of record of the Company's
common stock and approximately 537 beneficial owners of the Company's common
stock.

      The Company has never declared or paid any dividends on its common stock.
The payment of dividends, if any, is within the discretion of the Board of
Directors and will depend upon the Company's earnings, its capital requirements
and financial condition and other relevant factors. The Board of Directors does
not intend to declare dividends in the foreseeable future, but instead intends
to retain any future earnings for use in the Company's business operations.

ITEM 6.  SELECTED FINANCIAL DATA

      The following selected financial data of the Company and its consolidated
subsidiaries are qualified in their entirety by, and should be read in
conjunction with, the Consolidated Financial Statements and related notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The selected financial table below is for each of the fiscal years
ended June 30, 2004, 2003 and 2002, the transition period ended June 30, 2001,
and the fiscal years ended January 31, 2001, and 2000. Except for the unaudited
financial and statistical information section, and the unaudited selected
financial data for the fiscal year ended June 30, 2001 which is presented for
12-month comparison information only, the selected financial data is derived
from the audited Consolidated Financial Statements of the Company for the fiscal
years ended June 30, 2004, 2003 and 2002, the transition period ended June 30,
2001, and the fiscal years ended January 31, 2001 and 2000.


                                       10


<PAGE>


<TABLE>
<CAPTION>
(in thousands, except net margin per gallon and per share data)
---------------------------------------------------------------------------------------------------------------------
                                                                                    Five-month
                                                                                    Transition
                                                                                      Period
                                                                                      Ended
                                                                                     June 30,        Fiscal Year
                                                 Fiscal Years Ended June 30,           2001       Ended January 31,
                                       ------------------------------------------- ------------- --------------------
                                             2004    2003        2002        2001                     2001      2000
---------------------------------------------------------------------------------------------------------------------
Selected Income Statement Data:                                        (unaudited)
---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>     <C>         <C>         <C>          <C>         <C>       <C>
Total revenue                              89,997  72,194      60,849      79,486       29,510      86,457    74,171
Gross profit                                4,298   4,023       4,591       2,520          740       3,093     4,629
Operating profit (loss)                       661    (693)        209      (1,273)      (1,386)        241     1,559
Beneficial conversion of debt to
  equity interest expense                       -       -        (241)          -            -           -         -
                                       ------------------------------------------------------------------------------
Net (loss) income                            (698) (1,581)     (1,162)     (2,774)      (1,951)     (1,335)      472
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
 Share Data:
---------------------------------------------------------------------------------------------------------------------
Basic net income (loss) per share            (.10)  (0.22)      (0.20)      (0.84)       (0.47)      (0.49)     0.17
Diluted net income (loss) per share          (.10)  (0.22)      (0.20)      (0.84)       (0.47)      (0.49)     0.16
Basic weighted average common shares
  outstanding (`000)                        7,261   7,221       5,698       3,315        4,194       2,717     2,710
Diluted weighted average common
  shares outstanding (`000)                 7,261   7,221       5,698       3,315        4,194       2,717     2,881
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
Selected Balance Sheet Data:
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents                   2,708     211         815           6            6         447       353
Accounts receivable, net                    8,280   6,113       6,382       8,669        8,669       9,638     9,588
Bank line of credit payable                 4,919   4,410       4,680       6,905        6,905       7,286     7,679
Long term debt (including
  current portion)                          5,558   4,478       5,152       8,182        8,182       8,173     8,031
Shareholders' equity                        5,348   4,111       5,676       3,332        3,332       5,218     4,289
Total Assets                               20,018  16,011      18,560      22,194       22,194      24,645    23,931
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
Financial and Statistical Information:
---------------------------------------------------------------------------------------------------------------------
EBITDA (1)                                  1,983     737       1,712         223         (748)      1,659     2,709
Working Capital (deficit) (4)               2,472  (2,430)     (1,576)     (3,093)      (3,093)     (1,891)   (1,797)
Net Margin (2)                              5,428   5,426       6,049       3,946        1,354       4,442     5,713
Net Margin per gallon (in dollars) (3)      0.099   0.115       0.122       0.073        0.062       0.077     0.096
Total Gallons (000's)                      54,594  47,294      49,500      54,102       21,800      57,600    59,400
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
Non-GAAP Measure Reconciliation
EBITDA Calculation:
---------------------------------------------------------------------------------------------------------------------
Net income (loss)                            (698) (1,581)     (1,162)     (2,774)      (1,951)     (1,335)      472
Add back:
  Interest expense                          1,361     915       1,175       1,571          590       1,645     1,152
  Beneficial conversion of debt
    to equity interest expense                  -       -         241           -            -           -         -
  Depreciation and amortization
    expense                                 1,320   1,403       1,458       1,426          613       1,349     1,085
                                       ----------  ------     -------     -------      -------     -------   --------
EBITDA                                      1,983     737       1,712         223         (748)      1,659     2,709
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) EBITDA = Earnings before interest, taxes, depreciation and amortization.
(2) Net Margin = Gross profit plus cost of sales depreciation
(3) Net margin per gallon = Net Margin / Total Gallons
(4) Working Capital (deficit)= current assets - current liabilities
(5) Operating profit, net income and EBITDA for fiscal year ended June 30, 2004,
    includes a $757,000 gain on extinguishment of debt


                                       11


<PAGE>


<TABLE>
<CAPTION>
UNAUDITED QUARTERLY SELECTED FINANCIAL DATA FOR FISCAL YEAR ENDED JUNE 30, 2004 AND 2003

(in thousands, except net margin per gallon and per share data)
--------------------------------------------------------------------------------------------------------------------------------
                                                    June 30, 2004                                 June 30, 2003
                                                                            YTD                                          YTD
Selected Income Statement Data:        Q1       Q2       Q3        Q4      2004      Q1       Q2        Q3       Q4      2003
--------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>     <C>
Total revenue                         19,417   21,136   22,906    26,539   89,997   17,079   17,286    19,469   18,360  72,194
Gross profit                             822    1,074      976     1,426    4,298    1,393      744       889      997   4,023
Operating profit (loss)                  487      (20)    (120)      314      661      313     (632)     (272)    (102)   (693)
Net income (loss)                        206     (382)    (465)      (57)    (698)     103     (858)     (501)    (325) (1,581)
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
Per Share Data:
--------------------------------------------------------------------------------------------------------------------------------
Basic net income (loss) per share       0.03    (0.05)   (0.06)   (0.01)    (0.10)    0.01    (0.12)    (0.07)  (0.04)   (0.22)
Diluted net income (loss) per share     0.03    (0.05)   (0.06)   (0.01)    (0.10)    0.01    (0.12)    (0.07)  (0.04)   (0.22)
Basic weighted average common
  shares outstanding (`000)            7,248    7,248    7,248     7,301    7,261    7,214    7,218     7,220    7,232   7,221
Diluted weighted average common
  shares outstanding (`000)            7,505    7,248    7,248     7,301    7,261    7,223    7,218     7,220    7,232   7,221
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
Selected Balance Sheets Data:
--------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents              2,086    2,037    2,454     2,708    2,708      314       21         -      211     211
Accounts receivable, net               6,119    6,997    7,657     8,280    8,280    7,689    7,091     6,297    6,113   6,113
Bank line of credit payable            3,541    4,412    4,855     4,919    4,919    5,542    5,533     4,468    4,410   4,410
Long term debt (including
  current portion)                     5,344    5,424    5,481     5,558    5,558    4,647    4,412    4,354     4,478    4,478
Shareholders' equity                   6,200    5,815    5,336     5,348    5,348    5,784    4,921     4,424    4,111   4,111
Total Assets                          17,932   18,796   19,725    20,018   20,018   18,947   18,005    16,498   16,011  16,011
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
Financial and Statistical Information:
--------------------------------------------------------------------------------------------------------------------------------
EBITDA                                   824      313      211       635    1,983      677     (266)       77      249     737
Working Capital (Deficit)              2,155    2,157    2,053     2,472    2,472   (1,798)  (2,188)   (2,243)  (2,430) (2,430)
Net Margin                             1,107    1,359    1,259     1,703    5,428    1,737    1,108     1,235    1,346   5,426
Net Margin per gallon (in dollars)     0.083    0.099    0.095     0.119    0.099    0.146    0.097     0.107    0.108   0.115
Total Gallons (000's)                 13,273   13,746   13,314    14,261   54,594   11,892   11,476    11,496   12,430  47,294
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
Non-GAAP Measure Reconciliation
EBITDA Calculation:
--------------------------------------------------------------------------------------------------------------------------------
Net income/(loss)                        206     (382)    (465)      (57)    (698)     103     (858)     (501)    (325) (1,581)
Add back:
  Interest expense                       284      362      345       370    1,361      232      226       232      225     915
  Depreciation and amortization:
    Cost of sales                        285      285      283       277    1,130      310      323       297      302   1,232
    Sales, general, and
      administrative                      49       48       48        45      190       32       43        49       47     171
                                         ---      ---      ---       ---    -----      ---      ---        --      ---   -----
 EBITDA                                  824      313      211       635    1,983      677     (266)       77      249     737
--------------------------------------------------------------------------------------------------------------------------------
(1)   EBITDA = Earnings before interest, taxes, depreciation and amortization.
(2)   Net Margin = Gross profit plus cost of sales depreciation
(3)   Net margin per gallon = Net Margin / Total Gallons
(4)   Working Capital (deficit)= current assets - current liabilities
(5)   June 30, 2004, first quarter operating profit, net income and EBITDA includes a $757,000 gain on extinguishment of debt
</TABLE>


                                       12


<PAGE>


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

      The following discussion should be read in conjunction with the Company's
audited consolidated financial statements and related notes included elsewhere
in this Form 10-K.


FORWARD LOOKING STATEMENTS

      This report, including but not limited to this Item 7 and the footnotes to
the financial statements found in Section F, contains "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). These statements concern expectations,
beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts.
Statements preceded by, followed by, or that include the words "believes,"
"expects," "anticipates," or similar expressions are generally considered to be
forward-looking statements.

      The forward-looking statements, include the following:

      o  The Company's beliefs regarding its position in the mobile fueling
         industry

      o  The Company's strategies, plans and objectives and expectations
         concerning its future operations, cash flow, margins, revenue,
         profitability, liquidity and capital resources

      o  The Company's efforts to improve operational, financial and management
         controls, reporting systems and procedures

      The forward-looking statements reflect the Company's current view about
future events and are subject to risks, uncertainties and assumptions. The
Company cautions readers of this report that certain important factors may have
affected, and could in the future affect, its actual results and could cause
actual results to differ significantly from those expressed in any
forward-looking statement. The following important factors, in addition to
factors discussed elsewhere in this report and in Item 1 under the caption
"Certain Risk Factors Affecting Future Operating Results," could prevent the
Company from achieving its goals, and cause the assumptions underlying the
forward-looking statements and the actual results to differ materially from
those expressed in or implied by those forward-looking statements:

      o  future net losses

      o  adverse consequences relating to the Company's outstanding debt

      o  the Company's ability to pay interest and principal on its bank line
         of credit, August 2003 promissory notes and pay its accounts payable
         and other liabilities when due

      o  the Company's ability to comply with financial covenants contained in
         its $10 million bank line of credit

      o  the Company's ability to obtain, if necessary, waivers of covenant
         violations of its debt agreements

      o  significant provisions for bad debts on the Company's accounts
         receivable

      o  fluctuations in demand for the Company's mobile fueling services
         resulting from changed economic conditions

      o  the Company's ability to acquire sufficient trade credit from fuel
         suppliers and other vendors

      o  competitive pricing for the Company's services at acceptable net
         margins


                                       13


<PAGE>


OVERVIEW

      The Company generates substantially all of its revenue from providing
mobile fueling and fuel management services. Revenue is comprised principally of
delivery service charges and the related sale of diesel fuel and gasoline. Cost
of sales is comprised principally of direct operating expenses and the cost of
fuel. Included in both revenue and cost of sales are federal and state fuel
taxes, which are collected by the Company from its customers, when required, and
remitted to the appropriate taxing authorities.

      The Company provides mobile fueling and fuel management services at a
competitive rate for these services plus the cost of fuel and procurement based
on market prices. Revenue levels vary depending on the upward or downward
movement of fuel prices in each market. Although dramatic fuel price changes can
affect customers' demand for fuel or impact the fuel usage costs of the
Company's delivery trucks, the Company's gross profit on sales is not directly
affected by fuel price fluctuations since the Company passes on fuel price
changes to its customers and charges for its services on a per gallon basis
based on a targeted rate per hour. While there may be a perceived correlation
between customer resistance to payment of higher service charges, or margin, to
the Company when fuel prices rise sharply, as they have in recent years, the
Company is essentially marketing labor savings, fuel theft reduction and other
services which reduce or limit the overall cost of fuel supply, and the Company
believes that higher fuel prices do not have a long-term effect on its margins.
During the fiscal year ended June 30, 2004, market prices for fuel were
significantly higher than the fiscal years ended June 30, 2003 and 2002.
Delivered volumes in the current twelve-month period increased primarily due to
the addition of new accounts and market expansion.

      The Company believes that significant opportunities exist to increase the
size of its mobile fueling and fuel management services business and the volumes
of fuel sold and delivered in conjunction with it. The Company`s marketing and
sales function responsibility is to grow the Company's business. This growth is
dependent upon a number of business and economic factors, including the success
of the Company's sales and marketing and other business strategies; the
availability of sufficient acceptable margin mobile fuel service business in new
and existing markets; the retention of qualified personnel to provide the level
of service required by customers; the generation of acceptable cash flow from
operating activities; the sufficiency of debt or equity capital to meet the
Company's financing requirements; and changes in market conditions in the
related transportation or petroleum industries, some of which factors are beyond
the Company's control.

<TABLE>
<CAPTION>
                                  (All amounts in thousands of dollars, except share and volume data)

                                         3 Months Ended (Unaudited)                                12 Months Ended
                                         --------------------------                                ---------------
                                                         Increase    Increase                                Increase    Increase
                                                         --------    --------                                --------    --------
                             6/30/2004     6/30/2003    (Decrease)  (Decrease)    6/30/2004    6/30/2003    (Decrease)  (Decrease)
                             ---------     ---------    ----------  ----------    ---------    ---------    ----------  ----------
<S>                              <C>          <C>            <C>           <C>        <C>          <C>          <C>            <C>
Total revenues                   26,539       18,360         8,179         45 %       89,997       72,194       17,803         25 %
Gross profit                      1,426          997           429         43 %        4,298        4,023          275          7 %
Operating profit (loss) 1           314         (102)          416        408 %          661         (693)       1,354        195 %
Net loss 1                          (57)        (325)          268         82 %         (698)      (1,581)         883         56 %
EBITDA 1, 2                         635          249           386        155 %        1,983          737        1,246        169 %

Basic and diluted net
  loss per share                  (0.01)       (0.04)         0.03         75 %        (0.10)       (0.22)        0.12         59 %
Weighted avg shares
  outstanding                 7,300,548    7,231,888        68,660          1 %    7,261,372    7,221,070       40,302          1 %

Depreciation and
  amortization 3                    322          349           (27)        (8)%        1,320        1,403          (83)        (6)%

Total assets                     20,018       16,011         4,007         25 %       20,018       16,011        4,007         25 %

Shareholders' equity              5,348        4,111         1,237         30 %        5,348        4,111        1,237         30 %

Volume (gallons in
  thousands)                     14,261       12,430         1,831         15 %       54,594       47,294        7,300         15 %
Avg net margin per
  gallon (in cents) 4              11.9         10.8           1.1         10 %          9.9         11.5         (1.6)       (14)%
-----------------------------------------------------------------------------------------------------------------------------------
1 Includes $757,000 gain on extinguishment of debt during the first quarter ended September 30, 2003
2 EBITDA is defined as earnings before interest, taxes, depreciation and amortization and is a non-GAAP measure
3 Depreciation and amortization included in cost of sales was $277,000, $299,000, $1,130,000 and $1,232,000 for the respective
  periods noted
4 Net margin per gallon equals Gross profit plus cost of sales depreciation and amortization divided by number of gallons
</TABLE>


                                       14


<PAGE>
5 Non-GAAP Measure Reconciliation EBITDA Reconciliation Table:
<TABLE>
<CAPTION>
                                                        3 Months Ended                                12 Months Ended
                                                        --------------                                ---------------
                                                                Increase    Increase                          Increase     Increase
                                                                --------    --------                          --------     --------
                                         6/30/2004  6/30/2003  (Decrease)  (Decrease)   6/30/2004  6/30/2003 (Decrease)   (Decrease)
                                         ---------  ---------  ----------  ----------   ---------  --------------------   ----------
<S>                                            <C>       <C>          <C>          <C>       <C>     <C>             <C>        <C>
Net income (loss)                              (57)      (325)        268          82%       (698)   (1,581)         883        56 %
Add back:
  Interest expense                             370        225         145          64%      1,361       915          446        49 %
  Depreciation and amortization:
    Cost of sales                              277        302         (25)        (8)%      1,130     1,232         (102)      (8) %
    Sales, general, and administrative          45         47          (2)        (4)%        190       171           19        11 %
                                               ---        ---         ---                   -----       ---        -----
EBITDA                                         635        249         386         155%      1,983       737        1,246       169 %
</TABLE>
      The $17.8 million, or 24.7% increase in revenue from the year ended
June 30, 2004, from the year ended June 30, 2003 was principally due to a 15.4%
increase in net new business and a 12-cent per gallon higher average product
fuel price as well as an increase in gallons of fuel sold in fiscal 2004 to 54.6
million gallons from 47.3 million gallons in fiscal 2003. The increase in gross
profit was principally due to the $173,000 net impact of the 15% increase in net
new business offet by a lower net margin per gallon of 1.6 cents per gallon and
a $102,000 reduction in cost of sales depreciation. The $698,000 net loss for
fiscal 2004 was $883,000 lower than the $1,581,000 loss for fiscal 2003
principally as a result of the gain of $757,000 for extinguishment of debt in
conection with the Company's August 2003 refinancing.

      During the fiscal year ending June 30, 2004, the Company added
approximately 7.3 million gallons of net new business, representing a 15%
increase over the fiscal year ending June 30, 2003. The net margin generated
from the increase in annual volume principally offset the overall 1.6 cents per
gallon decrease in the annual net margin per gallon of 9.9 cents from 11.5 cents
in the prior year. This lower annual net margin per gallon related to the higher
direct operating costs, including personnel training and equipment relocation
expense, attributable to the Company's expansion in existing markets and into
new markets and the lower average annual service charge per gallon originally
caused by the aggressive price-cutting of a now defunct competitor.

      In the fourth quarter ending June 30, 2004, net margin per gallon improved
to 11.9 cents per gallon representing a 20% increase over the fiscal year ending
2004 annual average net margin per gallon of 9.9 cents. This increase resulted
from the Company's ability to lower its operating costs and the continued market
place acceptance of overall higher margins for the service provided by the
Company. Although this recent trend is positive, it is still lower than the net
margin per gallon level of 14.6 cents achieved in the fourth quarter of the year
ended June 30, 2002; and there is no assurance that the net margin improvement
trend will continue in the future and margins may even diminish.

      Earnings before interest, taxes, depreciation and amortization, "EBITDA,"
improved $1,246,000 and $386,000 respectively, in both the comparable fiscal
years and fourth quarters ending June 30, 2004 and 2003. The fiscal year
increase related principally to the $757,000 gain on extinguishment of debt and
higher operating profit and the fourth quarter increases attributable to
$357,000 related to the 1.1-cent increase in the net margin per gallon. EBITDA
is determined before providing for debt service payments and capital
expenditures. EBITDA is a key indicator used by management and the financial
community to gauge financial performance of the actual operations of a business
without considering the impact of non-cash charges for equipment aging, its debt
financing expenses, and income taxes.  EBITDA isolates actual financial
performance of operations independent of the utilization of its capital
resources, level of debt financing and the tax situation of the buisness owning
those operations.

      The Company believes that pricing for mobile fueling services will
continue to increase as below cost pricing of mobile fueling services declines
and existing and potential customers recognize that these services represent a
net cost savings when compared to other refueling alternatives.

CAPITAL RESOURCES AND LIQUIDITY
      At June 30, 2004 and 2003, the Company had total cash and cash
availability on its bank line of credit of $3,818,000 and $390,000,
respectively. The increase in the Company's cash and cash availability was
principally due to the infusion of cash from the August 2003 refinancing
(described below) which resulted in cash net proceeds of $2.8 million.

      In August 2003, the Company raised $6.925 million from the issuance of
five-year 10% promissory notes (the "August 2003 refinancing" and the "August
2003 promissory notes") and 2,008,250 five-year warrants to purchase the
Company's common stock at $1.00 per share (the "August 2003 warrants"). The
August 2003 promissory notes are collateralized by a first priority security
interest in the Company's specialized fueling truck fleet and related equipment
and by the patents on its proprietary fuel management system. The liquidity
impact of this financing transaction was the repayment of all outstanding
equipment and subordinated debt; the generation of

                                       15
<PAGE>


$2.8 million of additional working capital for business expansion; and a $2.8
million improvement in cash flow resulting from a moratorium of principal
payments during the first two years of the five-year term of the August 2003
promissory notes.

      The August 2003 refinancing significantly strengthened the Company's
financial position, enabling it to achieve a stronger balance sheet as well as
to improve cash flow as a result of the two-year moratorium on principal
payments under the August 2003 promissory notes. The Company believes that this
enhanced its business credibility with present and prospective customers, fuel
suppliers, trade creditors, other lenders and the investment community, and its
ability to compete more effectively.

      During the quarter ended September 30, 2003, the Company recorded a
pre-tax gain of $757,000 from the prepayment of the outstanding balance owed to
its former principal equipment lender. In addition, it recorded an increase in
shareholders' equity of $1.87 million for the value of the 2,008,250 warrants
issued in connection with the August 2003 refinancing. In April 2004, 62,500 of
these warrants were exercised resulting in a $62,500 increase in cash and
shareholders' equity, respectively. In September 2004, 50,000 warrants were
exercised, resulting in a $50,000 increase in cash and shareholders' equity,
respectively.

      The Company's debt agreements have covenants establishing certain
financial requirements and operating restrictions. The Company's failure to
comply with any covenant or material obligation contained in these debt
agreements, absent a waiver or forbearance from the lenders, would result in an
event of default which could accelerate debt repayment terms under the debt
agreements. Due to cross-default provisions contained in its debt agreements, an
event of default under one agreement could accelerate repayment terms under the
other agreements, which would have a material adverse effect on the Company's
liquidity and capital resources.

      The Company's mobile fueling business requires it to employ substantial
working capital for fuel, labor and equipment costs prior to receiving payments
from customers. The fuel purchased by the Company for resale to customers
generally must be paid for within 10 to 15 days of purchase, with labor costs
and taxes paid bi-weekly and equipment related costs generally paid within 30
days. The Company invoices customers both daily and weekly and generally
collects its accounts within 30 to 45 days. Days of sales outstanding at June
30, 2004 and 2003 was 28 days and 30 days, respectively.

      During the fiscal year ending June 30, 2004, the Company had cash used in
operating activities of $738,000 compared to cash provided by operating
activities of $445,000 in the prior year, representing a change of $1.2 million.
This use of working capital relates to the increase in accounts receivable over
accounts payable of $1.0 million. The higher receivable balance at June 30,
2004, compared to June 30, 2003, was due to the 15% increase in net new business
and the overall higher fuel prices of 12 cents per gallon, notwithstanding
overall improvements in collections and days sales outstanding.

      The Company's material financial commitments, other than fuel purchases,
payroll and general expenses, primarily relate to maintaining its bank line of
credit and servicing its August 2003 promissory notes. The Company is required
to make semi-annual interest payments at a rate of 10% per annum on its August
2003 promissory notes which began December 31, 2003. Beginning August 28, 2005,
the Company will be required to make six $692,500 semi-annual principal
payments, with a balloon payment of $2,770,000 due August 28, 2008.

      The Company's liquidity and ability to meet its financial obligations is
dependent on, among other things, its generation of cash flow from operating
activities; obtaining or maintaining sufficient trade credit from vendors;
complying with its debt covenants; and/or raising any required additional
capital through the issuance of debt or equity securities or additional
borrowings.

      The Company believes the additional working capital obtained from the
August 2003 refinancing, and the two-year principal payment moratorium on the
August 2003 promissory notes will satisfy its anticipated liquidity requirements
for the foreseeable future, although it may seek additional sources of financing
if a cash flow deficiency were to arise in the future. There is no assurance
that additional financing would be available to the Company on acceptable terms,
or at all. If the Company does not comply with the covenants in its debt
agreements, or if adequate


                                       16


<PAGE>


funds are not available to finance operations or to pay debt service obligations
as they become due, the Company may be required to significantly alter its
operations.

      At June 30, 2004, the Company had cash and cash equivalents of $2,708,000
as compared to $211,000 at June 30, 2003. The Company had $1,097,000 available
on its bank line of credit as of June 30, 2004.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table summarizes the Company's contractual obligations and
commitments as of the fiscal year ended June 30, 2004.

<TABLE>
<CAPTION>
                                            PAYMENTS DUE BY PERIOD
     --------------------------------------------------------------------------------------------------------
                                                    Less than                                     More than
      Contractual Obligations          Total        1 Year        1-3 Years         4 Years        5 Years
     ---------------------------     -----------    ----------    -----------     ------------    -----------
<S>                               <C>             <C>           <C>             <C>             <C>
     Long-term debt               $  6,925,000   $       -0-   $  4,155,000    $   2,770,000   $
     Operating leases for real
       estate and equipment            563,000       365,000         92,000           15,000         91,000
     Employment Agreement              314,000       210,000        104,000               --             --
     Bank line of credit             4,919,000     4,919,000             --               --             --
                                    -----------    ----------    -----------     ------------    -----------
         Total                    $ 12,721,000   $ 5,494,000   $  4,351,000    $   2,785,000   $     91,000
                                    ===========    ==========    ===========     ============    ===========
</TABLE>

      The contractual obligations and commitments should be read in conjunction
with the notes to the Company's consolidated financial statements. To highlight
the table above:

      o  The long-term debt principal payments commence on August 28, 2005,
         payable in six semi-annual payments of $692,500 with a $2,770,000
         balloon due August 28, 2008.  Anticipated interest payments associated
         with the long-term debt obligation are not included in the table above.

      o  The payment obligations shown in the table for real estate and
         equipment operating leases are lower in future years due to the
         short-term nature of the current contracted operating leases.
         Currently the largest operating lease payment is for the corporate
         offices located in Fort Lauderdale, Florida. The lease term for those
         offices ends in February of 2005.  The table above only reflects the
         corporate office lease payments due through the end of the current
         lease. While there can be no assurance, the Company presently expects
         to enter into a new lease during the next few months with either a new
         lessor or the current lessor at a similar lease rate per square foot
         and an estimated lease payment of $170,000-$250,000 per year dependent
         on square footage. The length of any such lease term is not presently
         known. The table above only reflects the corporate office lease
         payments due through the end of the current lease term.

      o  The Company has a $10,000,000 bank line of credit security agreement
         until September 25, 2005 with a financial institution that is
         collateralized by accounts receivables. The line of credit balance
         fluctuates daily and therefore can differ significantly from the
         June 30, 2004 balance shown above. The line of credit bears interest
         at variable interest rates but the table above does not reflect any
         anticipated future payments of interest. The Company anticipates
         renewing this bank line of credit with the same or an alternative
         financial institution under similar terms and conditions. While there
         can be no assurance that the Company will be able to renew this bank
         line of credit or that any such renewal will be on terms acceptable to
         the Company, any such new bank line of credit will likely extend past
         the present termination date when it is renewed. Lastly, due to the
         lock box arrangement the Company has with its bank related to this
         line of credit the amount is shown due in the less than one-year
         column and not when it matures.

      o  The table above includes the employment contract anticipated costs of
         the Company's Chief Executive Officer including $14,000 of payroll
         taxes and health insurance costs.


                                       17


<PAGE>


$10 MILLION CREDIT FACILITY

      The Company has a three-year $10 million credit facility with a national
financial institution, which permits the Company to borrow up to 85% of the
total amount of eligible accounts receivable. Interest is payable monthly (5.75%
at June 30, 2004) and outstanding borrowings under the line are secured by
substantially all of the Company's assets other than its truck fleet and related
equipment. The maturity date of the line of credit is September 25, 2005. In
addition, the credit facility may be extended by the mutual consent of the
Company and the lender after September 25, 2005.

      In August 2003, the Company and its line of credit lender amended the loan
and security agreement for the credit facility in connection with the Company's
August 2003 refinancing which (1) released the lender's lien on patents, patent
rights and patent applications; (2) increased the unused line of credit fee by
..50%; (3) revised the effective book net worth covenant to include the August
2003 promissory notes in its calculation; (4) established a covenant to maintain
a minimum cumulative quarterly fixed charge coverage ratio as defined in the
amended loan agreement; (5) established a covenant for the Company to maintain a
minimum excess availability of $500,000; and (6) eliminated the loan prepayment
fee. The Company utilized a portion of the proceeds of the August 2003
refinancing to pay down the line of credit. The proceeds that were used to pay
down the outstanding line of credit balance are available to the Company for
future working capital purposes.

      As of June 30, 2004 and 2003, the Company had outstanding borrowings of
$4.9 and $4.4 million, respectively, under its $10 million bank line of credit.
Based on eligible receivables outstanding at June 30, 2004, the Company had $1.1
million of cash availability on the line of credit, and was in compliance with
all financial covenants required by the loan and security agreement.

      Management believes, that though there is no assurance, the Company's
line of credit and cash on hand should provide the working capital needed to
maintain and grow its business and to accomplish its business plan. If
additional financing is required, there can be no assurance that the Company
will be able to obtain such financing from its present line of credit or another
lender at acceptable terms, or at all. Since the Company's borrowings under its
line of credit bear interest at variable interest rates and represent a large
portion of the Company's outstanding debt, the Company's financial results could
be materially affected by significant increases or decreases in interest rates.


DEBT SECURITIES

AUGUST 2003 PROMISSORY NOTES

      On August 29, 2003, the Company closed a $6.925 million offering to
institutions and other accredited lenders consisting of five-year 10% promissory
notes and five-year warrants to purchase a total of 2,008,250 shares of the
Company's common stock at $1.00 per share. The August 2003 promissory notes are
collateralized by a first priority security interest in its specialized fueling
truck fleet and related equipment and by patents on its proprietary fuel
management system. The August 2003 promissory notes provide for (1) no principal
payments until August 28, 2005; (2) six $692,500 semi-annual principal payments
commencing on August 28, 2005 through February 28, 2008; (3) a balloon payment
of $2,770,000 at maturity on August 28, 2008; (4) semi-annual interest payments
on June 30 and December 31, which payments commenced on December 31, 2003; and
(5) the Company's right to call after August 1, 2005 at 105% of par plus accrued
but unpaid interest. The net cash proceeds from the financing was $2.8 million,
after payment of related fees and expenses and repayment of all outstanding
equipment and subordinated debt. In connection with the issuance of the August
2003 promissory notes, the Company negotiated a settlement with its former
primary equipment lender and received a $757,000 cash discount by prepaying the
$2,204,800 outstanding balance on August 29, 2003. The transaction costs,
including commissions, professional fees and other costs, totaled $824,000 and
are being amortized over the five-year term of the notes.  The $757,000 cash
discount was accounted for as a gain on extinguishment of debt in the first
quarter of fiscal 2004.

      The issuance of the two million warrants from the August 2003 refinancing
resulted in the Company recording an increase to shareholders' equity of $1.87
million; a $1.61 million debt discount; and an increase to


                                       18


<PAGE>


deferred debt costs of $257,000 for the warrants related to the broker
commissions. The Company is amortizing as interest expense the debt discount and
deferred debt costs over the five-year term of the notes.

      The $1.61 million debt discount is a non-cash discount related to the
issuance of the warrants and does not reduce the amount of cash payments
required to be made by the Company for the outstanding balance of $6.925 million
owed at June 30, 2004.

REPAYMENT OF DEBT SECURITIES

      The Company also used a portion of the proceeds of the August 2003
refinancing to repay outstanding subordinated convertible and non-convertible
promissory notes totaling $1,033,600. The repaid debt securities are detailed
below:

      JANUARY 2002 CONVERSION OF SUBORDINATED DEBT - total outstanding and
      repaid $283,600

      o  In January 2002, certain holders of the convertible subordinated
         promissory notes converted an aggregate of $2.617 million to
         unregistered shares of the Company's common stock at a conversion
         price of $1.24 per share, for a total of 2,110,322 shares of common
         stock. The notes converted contained conversion rates ranging from
         $1.35 to $1.50 per share. The holders of the remaining $283,600 of
         convertible subordinated promissory notes issued by the Company who
         did not convert their notes in January 2002 waived any conversion
         price adjustment. With the consent of the holder, interest on two of
         these notes may be paid in the Company's common stock, with the stock
         value based on the average closing price of the stock during the most
         recent quarter. In September 2002, the maturity dates of these
         non-converted notes were extended to August 31, 2004.

      SUBORDINATED PROMISSORY NOTES - total outstanding and repaid $750,000

      o  On December 23, 2002, the Company issued a $150,000 short-term
         promissory note to a shareholder. The note was due on January 31,
         2003, with interest at 5% over the prime interest rate. On January 21,
         2003 the Company and the holder of the note substituted the note for a
         $150,000 subordinated promissory note due on January 31, 2005, bearing
         interest at an annual rate of 9%. With the consent of the holder,
         interest on the note may be paid in unregistered shares of the
         Company's common stock, with the stock value based on the closing bid
         price of the stock for the five trading days before the last day of
         the quarter in which the interest is due but in no event less than the
         closing bid price at the time of issuance or the average of the
         closing bid prices for the five trading days prior to such time,
         whichever is lower.

      o  On January 21, 2003, the Company issued $300,000 of subordinated
         promissory notes to two shareholders. The notes are due on January 31,
         2005 and bear interest at an annual rate of 9%. With the consent of
         the holders, interest on the notes may be paid in the Company's common
         stock, with the stock value based on the closing bid price of the
         stock for the five trading days before the last day of the quarter in
         which the interest is due but in no event less than the closing bid
         price at the time of issuance or the average of the closing bid prices
         for the five trading days prior to such time, whichever is lower.

      o  On May 12, 2003, the Company issued $300,000 of subordinated
         promissory notes to certain shareholders. The notes bear interest at
         an annual rate of 14% and are payable on demand. The Company repaid
         $235,500 of these notes with the proceeds of the May 20, 2003 private
         placement issuance of subordinated promissory notes and common stock
         purchase warrants. The exercise price of the warrants is $0.86 per
         share.

      o  On May 20, 2003, the Company issued $235,500 of subordinated
         promissory notes to officers, directors and certain shareholders. The
         notes are due on November 19, 2003 and bear interest at an annual rate
         of 14%. With the consent of the holders, the Company may elect to pay
         interest on the


                                       19


<PAGE>


         notes in shares of the Company's common stock, with the stock value
         based on the most recent closing bid price of the stock at the time
         the notes were executed or for the five trading days before such date,
         whichever is lower. The Company also issued warrants to purchase
         82,425 shares of common stock exercisable at $0.86 per share in
         connection with the notes. The warrants issued are exercisable for a
         period of three (3) years from and after the date on which the notes
         are repaid or otherwise surrendered to the Company, but in no event
         later than November 19, 2006.

WARRANTS EXERCISED

      In April 2004, certain note holders of the May 20, 2003 and August 2003
debt issuances exercised 69,500 warrants for $68,520, of which 62,500 warrants
were related to the $1.00 warrants issued in conjunction with the August 2003
refinancing and 7,000 warrants related to the $0.86 warrants issued in the May
20, 2003 debt issuance. Additionally in September 2004 50,000 warrants related
to the August 2003 debt issuances were exercised. Total warrants exercised from
these two debt issuances generated $118,520 of additional cash and shareholders'
equity .


NEW ACCOUNTING STANDARDS AND CRITICAL ACCOUNTING POLICIES AND ESTIMATES

RECENT ACCOUNTING PRONOUNCEMENTS

      FASB Staff Position 150-3, "Effective Date, Disclosures, and Transition
for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities
and Certain Mandatorily Redeemable Noncontrolling Interests under FASB Statement
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity," (FSP 150-3) defers the effective date for certain
mandatorily redeemable financial instruments issued by a non-SEC registrant from
fiscal periods beginning after December 15, 2003 to fiscal periods beginning
after December 15, 2004 and defers indefinitely for those entities the
classification, measurement, and disclosure provisions of Statement 150 for
other mandatorily redeemable financial instruments. The FSP also defers the
effective date of Statement 150 for certain mandatorily redeemable
noncontrolling interests of all entities. FSP 150-3 is not expected to have a
significant impact upon the Company.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      The Company has identified the policies outlined below as critical to its
business operations and an understanding of the results of operations. The
listing is not intended to be a comprehensive list of all accounting policies.
In many cases, the accounting treatment of a particular transaction is
specifically dictated by accounting principles generally accepted in the United
States, with no need for management's judgment in their application. The impact
and any associated risks related to these policies on business operations are
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Note 2 in the Notes to the Consolidated Financial
Statements in Item 8 on Form 10-K. Note that the preparation of this Form 10-K
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenue and expenses during the reporting period. There can be no assurance that
actual results will not differ from those estimates.

Revenue Recognition

      The Company recognizes revenue at the time services are performed which is
when the fuel is delivered and the customer takes ownership and assumes risk of
loss. Collections are reasonably assured at the time of delivery.

Accounts Receivable and Allowance for Doubtful Accounts

      The Company performs ongoing credit evaluations of its customers and
adjusts credit limits based upon payment history and the customers' current
credit worthiness, as determined by a review of their current credit
information. Management continuously monitors collections and payments from
customers and maintains a provision for estimated credit losses based upon
historical experience and any specific customer collection issues that are
identified. While such credit losses have historically been within expectations
and the provisions established, the Company cannot assure that it will continue
to experience the same credit loss rates that have occurred in the past. The
Company's accounts receivable as of June 30, 2004 and 2003 were $8.3 and $6.1
million, respectively, net of an


                                       20


<PAGE>


allowance for doubtful accounts of $426,000 and $530,000. The increase relates
to higher prices and more volume being delivered with improvements in
collections as previously discussed.

Property and Equipment

      The Company records property and equipment at cost and depreciates that
cost over the estimated useful life of the asset on a straight-line basis.
Ordinary maintenance and repairs are expensed as incurred and improvements that
significantly increase the useful life of property and equipment are
capitalized.

Impairment of Long-Lived Assets

      The Company tests property and equipment for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset may not be
recoverable. The conditions that would trigger an impairment assessment of
property, plant and equipment would include, but not be limited to, a
significant, sustained negative trend in operating results or cash flows; a
decrease in demand for the Company's services; a change in the competitive
environment; and other industry and economic factors. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of the
asset to future net cash flows expected to be generated by the asset. If such
assets are deemed to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets based on the projected net cash flows discounted at a rate
commensurate with the risk of the assets.

Income Taxes

      In connection with the preparation of the Company's financial statements,
income taxes are required to be estimated. This process involves estimating
actual current tax exposure together with assessing temporary differences
resulting from differing treatment of items for tax and accounting purposes.
These differences result in deferred tax assets and liabilities, which are
included on the balance sheet. The likelihood that deferred tax assets will be
recovered from future taxable income is assessed and to the extent that recovery
is not likely, a valuation allowance is established. To the extent a valuation
allowance is established or an increase in the allowance is recorded in a
period, a tax is provided in the statement of operations. Management judgment is
required in determining the provision for income taxes, the deferred tax assets
and liabilities and any valuation allowance recorded against net deferred tax
assets. A valuation allowance of approximately $3.5 million was recorded as of
June 30, 2004, due to uncertainties related to utilizing some of the deferred
tax assets, primarily consisting of certain net operating losses carried
forward, before they expire. The valuation allowance is based on estimates of
taxable income and the period over which deferred tax assets will be
recoverable. In the event that actual results differ from these estimates, or
these estimates are adjusted in future periods, it may be necessary to establish
an additional valuation allowance which could materially impact the Company's
financial position and results of operations. The net deferred tax asset as of
June 30, 2004 was zero, net of the valuation allowance.


RESULTS OF OPERATIONS:

COMPARISON OF YEAR ENDED JUNE 30, 2004 TO YEAR ENDED JUNE 30, 2003

REVENUES

      Revenues increased $17.8 million, or 24.7%, in the year ended June 30,
2004 compared to the year ended June 30, 2003. This increase was principally due
to a 15.4 % increase in net new business and a 12-cent per gallon higher average
product fuel price. The Company sold 54.6 million gallons of fuel in the year
ended June 30, 2004, compared to the 47.3 million gallons in the year ended June
30, 2003, a 7.3 million gallon increase of net new business. The increase in
fuel product prices was directly attributable to the volatility of world fuel
market and economic conditions, including higher crude oil prices and greater
global fuel demand.


                                       21


<PAGE>


GROSS PROFIT

      The increase in gross profit was principally due to the $173,000 net
impact of the 15% increase in net new business offset by a lower net margin per
gallon of 1.6 cents per gallon. The remaining increase related to an $102,000
reduction in depreciation included in cost of sales attributable to the
Company's specialized equipment fleet. Net margin per gallon was 9.9 cents for
the year ended June 30, 2004 compared to 11.5 cents for the prior year. The
decrease in net margin per gallon related to the residual effect of the
aggressive price-cutting of the Company's former competitor which has ceased
operations.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling, general and administrative expenses decreased approximately
$321,000, or 6.8%, in the year ended June 30, 2004 compared to the year ended
June 30, 2003. This decrease primarily resulted from a reduction in the
provision for bad debt expense of $317,000; lower insurance expense of $68,000;
and a decrease in sales and marketing payroll costs of $40,000; which were
offset by increases in financial consulting, audit and tax preparation fees of
$91,000.

INTEREST EXPENSE

      As a result of the August 2003 refinancing, the components of interest
expense has changed. The table below shows the interest expense (in thousands)
recorded for the twelve months ending June 30, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                          Year Ended
                                                                           June 30,
                                                                      2004             2003
                                                                   -----------     ----------
<S>                                                             <C>              <C>
         Stated Rate Interest Expense:
         Bank line of credit                                    $         246    $       389
         Long term debt                                                   623            428
         Subordinated debt                                                 20             47
         Other                                                             44             --
                                                                   -----------     ----------
              Total stated rate interest expense                          933            864

         Non-Cash Interest Amortization:
         Amortization of deferred debt costs                              187             51
         Amortization of debt discount                                    241             --
                                                                   -----------     ----------
                Total amortization of interest expense                    428             51
                                                                   -----------     ----------

         Total interest expense                                 $       1,361    $       915
                                                                   ===========     ==========
</TABLE>

      The interest expense increase of $446,000 for the year ended June 30, 2004
was primarily due to the non-cash interest amortization related to the August
2003 refinancing as well as the increase in long term debt outstanding offset by
the lower average balance on the Company's bank line of credit during the year.

INCOME TAXES

      The Company recorded no income tax expense for the years ended June 30,
2004. The net operating loss carryforward at June 30, 2004 was $14.3 million.

NET LOSS

      The $698,000 net loss for fiscal 2004 was $883,000 lower than the
$1,581,000 loss for fiscal 2003 principally as a result of the gain of $757,000
for extinguishment of debt in connection with the Company's August 2003
refinancing as well as a $173,000 improvement in gross profit and a $321,000
reduction in sales, general and administrative expense offset by an increase of
$446,000 in additional interest expense.

EBITDA-NON-GAAP MEASURE

      Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
was $1,983,000 for the year ended June 30, 2004 compared to $737,000 for the
year ended June 30, 2003, an increase of $1,246,000. The increase was primarily
due to the $757,000 gain on extinguishment of debt included in the current
year's net loss and


                                       22


<PAGE>


the $377,000 increase in non-cash interest expense related to the amortization
of debt discount and deferred debt costs associated with the August 2003
financing. The components of EBITDA for the years ended June 30, 2004 and 2003
are as follows:

<TABLE>
<CAPTION>
                                                             2004              2003
                                                         -------------     -------------
<S>                                                   <C>                <C>
          Net loss                                    $      (698,000)   $   (1,581,000)
          Add back:
             Interest expense                               1,361,000           915,000
             Depreciation and amortization expense          1,320,000         1,403,000
                                                         -------------     -------------
          EBITDA                                      $     1,983,000    $      737,000
                                                         =============     =============
</TABLE>

COMPARISON OF YEAR ENDED JUNE 30, 2003 TO YEAR ENDED JUNE 30, 2002

REVENUES

      Revenue increased $11.3 million, or 18.6%, in the year ended June 30, 2003
compared to the year ended June 30, 2002. The increase in revenue resulted from
extraordinary increases in the wholesale price of diesel fuel and gasoline,
offset by a decline in gallons delivered. The Company delivered 47.3 million
gallons of fuel to its customers in the year ended June 30, 2003, a decrease of
4.4% compared to the 49.5 million gallons delivered in the year ended June 30,
2002. The decrease in gallons was due to reduced demand by certain customers
arising from depressed economic conditions throughout the year; modifications of
certain customers' mobile fueling programs in response to substantially
increased fuel prices; termination of unprofitable mobile fueling service
accounts; and elimination of bulk delivery services in northern California. The
discontinued bulk delivery service in northern California accounted for 5.6
million gallons of the total 49.5 million gallons delivered in the prior fiscal
year ending June 30, 2002. Notwithstanding the aforementioned, the Company
delivered 3.4 million or 7.7% more mobile fueling gallons than the prior fiscal
year.

GROSS PROFIT

      Gross profit decreased approximately $568,000, or 12.4%, in the year ended
June 30, 2003 compared to the year ended June 30, 2002. The average net margin
per delivered gallon of fuel in the year ended June 30, 2003 decreased to 11.5
cents compared to 12.2 cents in the year ended June 30, 2002. The decrease in
gross profit was due to increases in the cost of fuel used to operate the
Company's delivery fleet of $99,000; higher fixed costs associated with an
increase in property and liability insurance of $214,000; and decreases in other
service charges revenue of $82,000. The remaining decrease is attributable to
the Company's largest competitor driving down service margins during the current
year, which resulted in the Company lowering prices it charges to some of its
customers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling, general and administrative expenses increased approximately
$334,000, or 7.6%, in the year ended June 30, 2003 compared to the year ended
June 30, 2002. The increase in these expenses primarily resulted from an
increase in professional fees of $169,000; an increase in insurance expense of
$193,000; an increase in sales and marketing costs of $37,000; an increase in
temporary labor expense of $60,000; and an increase in depreciation expense of
$57,000; offset by a decrease in provision for bad debts of $161,000.

INTEREST EXPENSE

      Interest expense decreased approximately $260,000, or 22.1%, in the year
ended June 30, 2003 compared to the year ended June 30, 2002 as a result of
lower interest rates on variable rate debt and decreased borrowings resulting
from the scheduled repayment of existing equipment debt; reduced bank line of
credit advances; and conversion of subordinated debt to equity.


                                       23


<PAGE>


      The Company incurred in January 2002 in connection with the conversion of
its convertible subordinated promissory notes to equity, a non-cash charge
related to accounting for convertible securities with beneficial conversion
features. This charge was $241,000 and recorded as a beneficial conversion of
debt to equity interest expense in the year ended June 30, 2002.

INCOME TAXES

      The Company recorded no income tax expense for the years ended June 30,
2003 or 2002. The Company has net operating loss carryforwards of $13.0 million
at June 30, 2003.

NET LOSS

      The $1,581,000 net loss for fiscal 2003 was $419,000 higher than the
$1,162,000 loss for fiscal 2002 principally as a result of a $568,000 decrease
in gross profit, an increase of $334,000 in sales, general and administrative
expense offset by a $260,000 decrease in interest expense.

EBITDA NON-GAAP MEASURE

      Earnings before interest, taxes, depreciation, and amortization ("EBITDA")
was $737,000 for the year ended June 30, 2003, a decrease of $975,000 from
$1,712,000 for the year ended June 30, 2002. The decrease was primarily due to
the higher net loss during fiscal year ended June 30, 2003, offset by reduced
interest expense in the current year. The components of EBITDA for the years
ended June 30, 2003 and 2002 are as follows:

<TABLE>
<CAPTION>
                                                             2003              2002
                                                         -------------     -------------
<S>                                                  <C>                <C>
         Net loss                                    $     (1,581,000)  $    (1,162,000)
         Add back:
            Interest expense                                  915,000         1,175,000
            Beneficial conversion of debt to
             equity interest expense                          --                241,000
            Depreciation and amortization expense           1,403,000         1,458,000
                                                         -------------     -------------
         EBITDA                                      $        737,000   $     1,712,000
                                                         =============     =============
</TABLE>


COMPARISON OF YEAR ENDED JUNE 30, 2002 TO YEAR ENDED JUNE 30, 2001

REVENUES

      Revenue decreased $18.6 million, or 23.4%, for the year ended June 30,
2002 compared to the year ended June 30, 2001. The decrease in revenue resulted
from a substantial decrease in the wholesale price of diesel fuel and gasoline
as well as a decline in gallons delivered. The Company delivered 49.5 million
gallons of fuel to its customers in the year ended June 30, 2002, a decrease of
8.5% compared to the 54.1 million gallons delivered in the year ended June 30,
2001. The decrease in gallons delivered resulted primarily from the elimination
of non-profitable markets and accounts, as well as volume declines of certain
customers whose levels of business activity have been adversely impacted by the
current economic downturn.

GROSS PROFIT

      Gross profit increased approximately $2.1 million, or 82.2%, in the year
ended June 30, 2002 compared to the year ended June 30, 2001. The average net
margin per delivered gallon of fuel in the year ended June 30, 2002 improved to
12.2 cents compared to 7.3 cents in the year ended June 30, 2001. The increase
in gross profit was due to the results of the business initiatives started
February 2001, yielding reduced direct operating expenses, improved margins on
existing accounts and new, higher-margin accounts.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      Selling, general and administrative expenses increased approximately
$589,000, or 15.5%, in the year ended June 30, 2002 compared to the year ended
June 30, 2001. The increase in these expenses primarily resulted from increases
in payroll costs associated with the reestablishment of a marketing and sales
department and program (including direct marketing) which had been previously
eliminated, together with the restructuring of the


                                       24


<PAGE>

management, operations, and information technology departments and related
personnel; increases in insurance expense and legal fees; and an increase in the
allowance for doubtful accounts.

INTEREST EXPENSE

      Interest expense decreased approximately $396,000, or 25.2%, in the year
ended June 30, 2002 compared to the year ended June 30, 2001 as a result of
lower interest rates on variable rate debt and decreased borrowings, primarily
due to repayment of existing equipment debt, credit facility and the conversion
of the subordinated promissory notes to equity.

      The Company incurred, in connection with the conversion of its convertible
subordinated promissory notes to equity in January 2002, a non-cash charge
related to accounting for convertible securities with beneficial conversion
features. This charge was $241,000 and classified as beneficial conversion of
debt to equity interest expense for the year ended June 30, 2002.

INCOME TAXES

      The Company recorded no income tax expense for the years ended June 30,
2002 or 2001. The Company has net operating loss carryforwards of $12.2 million
at June 30, 2002.

NET LOSS

      The $1,162,000 net loss for fiscal 2002 was $1,612,000 lower than the
$2,774,000 loss for fiscal 2001 principally as a result of a $2,100,000 increase
in gross profit and a decrease of $396,000 in interest expense offset by an
increase of $589,000 in sales, general and administrative expense.

EBITDA-NON-GAAP MEASURE

      EBITDA increased by $1.5 million to $1.7 million for the year ended
June 30, 2002 from $223,000 for the year ended June 30, 2001. The increase was
primarily due to higher net margins and operating profit. The components of
EBITDA for the years ended June 30, 2002 and 2001 are as follows:
<TABLE>
<CAPTION>
                                                             2002             2001
                                                        -------------     -------------
                                                                           (unaudited)
<S>                                                  <C>                <C>
         Net loss                                    $   (1,162,000)   $   (2,774,000)
         Add back:
            Interest expense                              1,175,000         1,571,000
            Beneficial conversion of debt to
               equity interest expense                      241,000                --
            Depreciation and amortization expense         1,458,000         1,426,000
                                                       -------------     -------------
         EBITDA                                      $    1,712,000    $      223,000
                                                       =============     =============
</TABLE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company's exposure to market risk is limited primarily to the
fluctuating interest rates associated with variable rate debt outstanding to
finance working requirements. This debt bears interest at the United States
prime interest rate plus a fixed markup and is subject to change based upon
interest rate changes in the United States. The Company does not currently use,
and has not historically used, derivative instruments to hedge against such
market interest rate risk. Increases or decreases in market interest rates could
have a material impact on the financial condition, results of operations and
cash flows of the Company. The interest on the Company's $6.925 subordinated
convertible promissory notes is fixed for the life of the notes at 10% per
annum. The interest on the Company's bank line of credit of up to $10,000,000 is
variable and may increase or decrease with future changes in interest rates but
interest rates are not the only factor which could affect interest expense on
the bank line of credit. For example, interest expense on the bank line of
credit for fiscal 2004 was $246,000, $143,000 lower than the $389,000 in fiscal
2003, on account of the pay down of the line with the proceeds of the August
2003 refinancing and improved collections offset by an increase in the average
fuel prices and gallons sold. If the Company's bank line of credit average
outstanding balance was $2.5 million, an increase of 1% in the variable interest
rate would result in additional interest expense of $25,000 per annum.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial statements of the Company required by Form 10-K are attached
following Part III of this report, commencing on page F-1.

ITEM  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

      None.


                                       25
<PAGE>


ITEM 9A. CONTROLS AND PROCEDURES

      As of the end of the period reported on in this report, the Company has
undertaken an evaluation under the supervision and with the participation of the
Company's management, including our Chief Executive Office and Chief Financial
Officer, of the effectiveness of the design and operation of disclosure controls
and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934.
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective, in
all material respects, with respect to the recording, processing, summarizing
and reporting, within the time periods specified in the SEC's rules and forms,
of information required to be disclosed in the reports that are filed or
submitted under the Exchange Act.

      There have been no significant changes in the Company's internal controls
during the quarter ended June 30, 2004, or in other factors that could
significantly affect internal controls subsequent to the date of the evaluation
described above.


                                       26


<PAGE>


                                    PART III

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

      The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement in connection with its 2004 Annual
Meeting of Shareholders to be filed with the Commission pursuant to Regulation
14A not later than 120 days after the end of the fiscal year covered by this
report.

ITEM 11. EXECUTIVE COMPENSATION

      The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement in connection with its 2004 Annual
Meeting of Shareholders to be filed with the Commission pursuant to Regulation
14A not later than 120 days after the end of the fiscal year covered by this
report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement in connection with its 2004 Annual
Meeting of Shareholders to be filed with the Commission pursuant to Regulation
14A not later than 120 days after the end of the fiscal year covered by this
report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement in connection with its 2004 Annual
Meeting of Shareholders to be filed with the Commission pursuant to Regulation
14A not later than 120 days after the end of the fiscal year covered by this
report.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

      The information required by this item is incorporated by reference from
the Company's Definitive Proxy Statement in connection with its 2004 Annual
Meeting of Shareholders to be filed with the Commission pursuant to Regulation
14A not later than 120 days after the end of the fiscal year covered by this
report.


                                       27


<PAGE>


Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

         (a)     Exhibits

<TABLE>
<CAPTION>
                Exhibits                                       Description
                --------                                       -----------
<S>                <C>        <C>
                   3.1        Restated Articles of Incorporation (17)

                   3.2        Amended and Restated Bylaws (18)

                   4.1        Form of Common Stock Certificate (1)

                   4.2        Form of Redeemable Common Stock Purchase Warrant (1)

                   4.3        Underwriters' Purchase Option Agreement between the Registrant and
                              Argent Securities, Inc. (1)

                   4.4        Warrant Agreement between the Registrant and American Stock Transfer & Trust Company (1)

                  10.1        Employment Agreement, dated November 1, 2000 between the Registrant and
                              Stanley H. Streicher (2)(6) 10.2 Registrant's 1996 Stock Option Plan (1)(2)

                  10.3        $10,000,000 Amended and Restated Loan Agreement, dated May 25, 1999, between the Registrant and
                              Bank Atlantic and First Amendment, dated December 22, 1999, to Amended and Restated Loan Agreement (5)

                  10.4        Amended and Restated $10,000,000 Promissory Note, dated May 9, 2001, between the
                              Registrant and Bank Atlantic (7)

                  10.5        Registrant's 2000 Stock Option Plan (2)(8)

                  10.6        Employment Agreement, dated October 26, 2000 between the Registrant and Richard E. Gathright (2)(9)

                  10.7        Second Amendment, dated May 9, 2001, to Amended and Restated Loan Agreement, dated May 25, 1999 (10)

                  10.8        Promissory Note, dated July 7, 2000, between the Registrant and C. Rodney O'Connor (11)

                  10.9        Form of Convertible Subordinated Promissory Note (12)

                  10.10       Streicher Mobile Fueling, Inc. 2001 Directors Stock Option Plan (13)

                  10.11       Agreement dated April 1, 2002 between Stanley H. Streicher, individually, and Supreme Oil Company Inc.
                              ("Supreme"), a company wholly owned by Mr. Streicher and the Company with respect to the repayment by
                              Supreme of certain debts owned to the Company by Supreme (14)

                  10.12       Loan and Security Agreement with Congress Financial Corporation dated September 26, 2002 (15)

                  10.13       First Amendment to Loan and Security Agreement with Congress Financial Corporation dated
                              March 31, 2003 (17)
</TABLE>


                                       28


<PAGE>


<TABLE>
<CAPTION>
<S>               <C>         <C>
                  10.14       Indenture with The Bank of Cherry Creek dated August 29, 2003 (17)

                  10.15       Security Agreement with The Bank of Cherry Creek dated August 29, 2003 (17)

                  10.16       Second Amendment to Loan and Security Agreement with Congress Financial Corporation dated
                              August 29, 2003 (19)

                  23.1        Consent of KPMG LLP (16)

                  31.1        Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (16)

                  31.2        Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (16)

                  32.1        Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of
                              The Sarbanes-Oxley Act of 2002 (16)
</TABLE>
---------------

(1)   Incorporated by reference to the exhibit of the same number filed with the
      Company's Registration Statement on Form SB-2 (No. 333-11541)

(2)   Management Contract or Compensatory Plan

(3)   Incorporated by reference to the exhibit of the same number filed by the
      Company with Form 10-K for the fiscal year ended January 31, 1998.

(4)   Incorporated by reference to the exhibit of the same number filed by the
      Company with Form 10-K for the fiscal year ended January 31, 1999.

(5)   Incorporated by reference to the exhibit of the same number filed by the
      Company with Form 10-K for the fiscal year ended January 31, 2000.

(6)   Incorporated by reference to the exhibit of the same number filed by the
      Company with Form 10-K for the fiscal year ended January 31, 2001.

(7)   Incorporated by reference to Exhibit 10.5 filed by the Company with Form
      10-K for the fiscal year ended January 31, 2001.

(8)   Incorporated by reference to Exhibit 10.6 filed by the Company with Form
      10-K for the fiscal year ended January 31, 2001.

(9)   Incorporated by reference to Exhibit 10.7 filed by the Company with Form
      10-K for the fiscal year ended January 31, 2001.

(10)  Incorporated by reference to Exhibit 10.8 filed by the Company with Form
      10-K for the fiscal year ended January 31, 2001.

(11)  Incorporated by reference to Exhibit 10.9 filed by the Company with Form
      10-K for the fiscal year ended January 31, 2001.

(12)  Incorporated by reference to Exhibit 10.10 filed by the Company with Form
      10-K for the fiscal year ended January 31, 2001.

(13)  Incorporated by reference to Exhibit A of the Proxy Statement filed by the
      Company for the Annual Meeting of Shareholders held on July 19, 2001

(14)  Incorporated by reference to Exhibit 99.1 of the Form 8-K dated June 12,
      2002 filed by the Company

(15)  Incorporated by reference to Exhibit  99.1 of the Form 8-K dated
      September 30, 2002 filed by the Company


                                       29


<PAGE>


(16)  Filed herewith.

(17)  Incorporated by reference to the exhibit of the same number filed by the
      Company with Form 10-K for the fiscal year ended June 30, 2003.

(18)  Incorporated by reference to the exhibit of the same number filed by the
      Company with Form 10-Q for the period ended December 31, 2003.

(19)  Incorporated by reference to Exhibit 10.1 filed by the Company with Form
      10-Q for the period ended September 30, 2003.


      (b) Financial Statement Schedule

      (c) Reports on Form 8-K

          The Company filed a Form 8-K dated May 14, 2004, under Item 12,
          reporting the issuance of a press release covering the operating
          results for the third quarter ending March 31, 2004.


                                       30


<PAGE>


                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


Dated:  September 28, 2004               STREICHER MOBILE FUELING, INC.


                                         By: /s/ Richard E. Gathright
                                            --------------------------------
                                            Richard E. Gathright, Chief
                                            Executive Officer and President

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
                     Name                                  Title                              Date
                     ----                                  -----                              ----
<S>                                  <C>                                            <C>
By:/s/ Richard E. Gathright          Chairman of the Board, Chief Executive        September 28, 2004
   --------------------------        Officer and President (Principal
    Richard E. Gathright             Executive Officer)

By:/s/ Michael S. Shore              Senior Vice President - Chief Financial       September 28, 2004
   --------------------------        Officer (Principal Financial and
    Michael S. Shore                 Accounting Officer)

By:/s/ Wendell R. Beard              Director                                      September 28, 2004
   --------------------------
    Wendell R. Beard

By:/s/ Larry S. Mulkey               Director                                      September 28, 2004
   --------------------------
    Larry S. Mulkey

By:/s/ Richard N. Hamlin             Director                                      September 28, 2004
   --------------------------
    Richard N. Hamlin

By:/s/ C. Rodney O'Connor            Director                                      September 28, 2004
   --------------------------
    C. Rodney O'Connor

By:/s/ Robert S. Picow               Director                                      September 28, 2004
   --------------------------
    Robert S. Picow

By:/s/ W. Greg Ryberg                Director                                      September 28, 2004
   --------------------------
    W. Greg Ryberg
</TABLE>


                                       31


<PAGE>


<TABLE>
<CAPTION>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                                         Page
<S>                                                                                      <C>
Report of Independent Registered Public Accounting Firm................................     F-2

Consolidated Balance Sheets as of June 30, 2004 and 2003...............................     F-3

Consolidated Statements of Operations for the Years Ended June 30, 2004,
     2003 and 2002.....................................................................     F-4

Consolidated Statements of Shareholders' Equity for the Years Ended June 30,
     2004, 2003 and 2002...............................................................     F-5

Consolidated Statements of Cash Flows for the Years Ended June 30, 2004,
     2003 and 2002.....................................................................     F-6

Notes to Consolidated Financial Statements.............................................     F-8
</TABLE>


                                      F-1


<PAGE>


           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Shareholders
Streicher Mobile Fueling, Inc.:

We have audited the accompanying consolidated balance sheets of Streicher Mobile
Fueling, Inc. and subsidiaries as of June 30, 2004 and 2003, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended June 30, 2004. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Streicher Mobile
Fueling, Inc. and subsidiaries as of June 30, 2004 and 2003, and the results of
their operations and their cash flows for each of the years in the three year
period ended June 30, 2004 in conformity with United States generally accepted
accounting principles.

KPMG LLP

Fort Lauderdale, Florida
September 13, 2004


                                      F-2


<PAGE>


<TABLE>
<CAPTION>
                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2004 AND 2003
                  ( in 000's, except share and per share data)


                        ASSETS                          June 30, 2004    June 30, 2003
--------------------------------------------------      -------------    -------------
<S>                                                    <C>                <C>
Current assets:
  Cash and cash equivalents.......................     $        2,708   $          211
  Restricted cash.................................                 13               78
  Accounts receivable, net .......................              8,280            6,113
  Inventories ....................................                183              168
  Prepaid expenses and other current assets.......                400              387
                                                          ------------    -------------
       Total current assets.......................             11,584            6,957

Property and equipment, net.......................              7,602            8,741
Deferred debt costs ..............................                770              186
Other assets .....................................                 62               75
Note receivable from related party ...............                 --               52
                                                          ------------    -------------
        Total assets..............................     $       20,018   $       16,011
                                                          ============    =============

         LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------
Current liabilities:
   Bank line of credit payable ...................     $        4,919   $        4,410
   Current portion of long-term debt..............                 --            1,965
   Accounts payable and other liabilities ........              4,193            3,012
                                                          ------------    -------------
       Total current liabilities..................              9,112            9,387

Long-term liabilities:
   Promissory Notes...............................              6,925               --
   Unamortized debt discount, net.................             (1,367)              --
   Equipment debt, excluding current portion......                 --            1,779
   Subordinated promissory notes..................                 --              734
                                                          ------------    -------------
   Long term debt, net ...........................              5,558            2,513

       Total liabilities..........................             14,670           11,900
                                                          ------------    -------------

Commitments and contingencies ....................

Shareholders' equity:
   Common stock, par value $.01 per share; 50,000,000
     shares authorized; 7,317,960 and 7,234,168 issued
     and outstanding at June 30, 2004 and 2003,
     respectively...................................               73               72
   Additional paid-in capital.....................             13,392           11,458
   Accumulated deficit............................             (8,117)          (7,419)
                                                          ------------    -------------
       Total shareholders' equity.................              5,348            4,111
                                                          ------------    -------------

       Total liabilities and shareholders' equity.     $       20,018    $      16,011
                                                          ============    =============

</TABLE>


          See accompanying notes to consolidated financial statements.


                                       F-3


<PAGE>


<TABLE>
<CAPTION>
                         STREICHER MOBILE FUELING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE YEARS ENDED JUNE 30, 2004, 2003 AND 2002
                   (in 000's, except share and per share data)


                                     Fiscal Year     Fiscal Year      Fiscal Year
                                   June 30, 2004    June 30, 2003    June 30, 2002
                                   -------------    -------------    -------------
<S>                                <C>              <C>              <C>
Fuel sales and service revenues..    $  67,663      $   53,579       $   43,538
Fuel taxes.......................       22,334          18,615           17,311
                                     ---------      ----------       ----------
   Total revenues................       89,997          72,194           60,849

Cost of fuel sales and service...       63,365          49,556           38,947
Fuel taxes.......................       22,334          18,615           17,311
                                     ---------      ----------       ----------
   Total cost of sales...........       85,699          68,171           56,258

     Gross profit................        4,298           4,023            4,591

Selling, general and
  administrative expenses........        4,394           4,716             4,382
Gain on extinguishment of debt...          757              --               --
                                     ---------      ----------       ----------

     Operating income (loss).....          661            (693)             209

Interest expense.................       (1,361)           (915)          (1,175)
Interest and other income........            2              27               45
Beneficial conversion of debt to
  equity interest expense .......           --              --             (241)
                                     ---------      ----------       ----------

     Loss before income taxes....         (698)         (1,581)          (1,162)

Income tax expense...............           --              --               --
     Net loss....................    $    (698)     $   (1,581)      $   (1,162)
                                     =========      ==========       ==========

Basic and diluted net loss per
  share..........................    $    (.10)     $     (.22)      $     (.20)
                                     =========      ==========       ==========

Basic and diluted weighted
  average common shares
  outstanding....................    7,261,372       7,221,070        5,698,147
                                     =========      ==========       ==========

</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>


<TABLE>
<CAPTION>
                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                FOR THE YEARS ENDED JUNE 30, 2004, 2003 AND 2002
                          (in 000's, except share data)


                                     Common Stock          Additional
                                  -------------------         Paid-in       Accumulated
                                  Shares       Amount         Capital         Deficit       Total
                                ----------    --------     --------------   -----------   --------
<S>                             <C>         <C>            <C>              <C>           <C>
BALANCE, June 30, 2001....      4,367,537   $       44      $   7,964       $ (4,676)     $  3,332

Net loss..................             --           --             --         (1,162)       (1,162)
Net proceeds from private
  placement of stock......        666,666            7            573             --           580
Issuance of stock in lieu
  of debt.................         67,226           --             91             --            91
Conversion of note
  payable to equity.......      2,110,322           21          2,814             --         2,835
                               ----------   ----------     ----------      ---------      --------

BALANCE, June 30, 2002....      7,211,751           72         11,442         (5,838)        5,676

Net loss..................             --           --             --         (1,581)       (1,581)
Cost associated with
  extension of warrants...             --           --             (9)            --            (9)
Issuance of stock in lieu
  of debt.................         22,417           --             25             --            25
                               ----------   ----------     ----------      ---------      --------

BALANCE, June 30, 2003....      7,234,168   $       72      $  11,458      $  (7,419)     $  4,111

Net loss..................             --           --             --           (698)         (698)
Issuance of stock in
  lieu of debt............         14,292           --             14             --            14
Exercise of warrants......         69,500            1             68             --            69
Issuance of warrants......             --           --          1,866             --         1,866
Cost associated with
  extension of warrants...             --           --            (14)            --           (14)
                               ----------   ----------     ----------      ---------      --------

BALANCE, June 30, 2004....      7,317,960   $       73      $  13,392       $ (8,117)     $  5,348
                               ==========   ==========     ==========      =========      ========
</TABLE>



          See accompanying notes to consolidated financial statements.


                                      F-5


<PAGE>
<TABLE>
<CAPTION>
                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2004, 2003 AND 2002
                 (in 000's, except supplemental disclosure and share data)

                                                       Fiscal Year     Fiscal Year     Fiscal Year
                                                          June 30,        June 30,        June 30,
                                                            2004            2003           2002
                                                       -------------   ------------    -----------
<S>                                                    <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss.......................................    $       (698)  $   (1,581)      $  (1,162)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
      Loss on asset disposal......................              --           --              9
      Depreciation and amortization:
           Cost of sales..........................           1,130        1,232          1,318
           Sales, general and administrative......             190          171            140
      Amortization of deferred debt cost..........             195           47            108
      Amortization of debt discount...............             241           --             --
      Gain on extinguishment of debt..............            (757)          --             --
      Interest expense from beneficial
           conversion of debt to equity...........              --           --            241
      (Decrease) increase in allowance
           for doubtful accounts..................             (54)         263            637
    Changes in operating assets
    and liabilities:
         Decrease (increase) in restricted cash...              65          167            (21)
         Decrease (increase) in accounts
           receivable.............................          (2,225)         118          1,650
         Decrease (increase) in  inventories,
           prepaid expenses and other assets......             (21)          43             35
         (Increase) decrease in  accounts
           payable and other liabilities..........           1,196          (15)          (456)
                                                       -----------   -----------       --------
          Net cash (used in) provided by
           operating activities...................            (738)         445          2,499
                                                       -----------   -----------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment...........            (175)        (248)          (152)
    Proceeds from disposal of equipment...........             112            4            276
    Decrease (increase) note receivable
        from related party........................              52          148            443
                                                       -----------   -----------       --------
    Net cash (used in) provided by
       investing activities.......................             (11)         (96)           567
                                                       -----------   -----------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of promissory notes.....           6,925           --             --
   Net repayments on bank line of
     credit payable...............................             509         (270)        (2,225)
   Net proceeds (costs) from issuance of
     common stock and common stock warrants.......              55           (9)           700
   Repayments on subordinated promissory notes....            (522)        (155)            --
   Repayment of subordinated debt.................          (1,034)          --             --
   Principal payments on long-term debt...........          (2,687)      (1,424)        (2,114)
   Proceeds from the issuance of
     subordinated promissory notes................              --          905             --
   Proceeds from the issuance of
     subordinated debt............................              --           --          1,700
   Change in bank overdraft.......................              --           --           (318)
                                                       -----------   -----------       --------
     Net cash provided by (used in)
       financing activities.......................           3,246         (953)        (2,257)
                                                       -----------   -----------       --------
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS....................................           2,497         (604)           809
CASH AND CASH EQUIVALENTS,
     beginning of period..........................             211          815              6
                                                       -----------   -----------       --------
CASH AND CASH EQUIVALENTS,
     end of period................................    $      2,708          211      $     815
                                                       ===========   ===========       ========
</TABLE>


                  See accompanying notes to consolidated financial statements.


                                      F-6


<PAGE>

                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED JUNE 30, 2004, 2003 AND 2002
          (in 000's, except supplemental disclosure and per share data)


<TABLE>
<CAPTION>
         (Continued)
                                               Fiscal Year     Fiscal Year     Fiscal Year
                                                  June 30,        June 30,        June 30,
                                                    2004            2003           2002
                                               -------------   ------------    -----------
<S>                                            <C>               <C>           <C>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
  Cash paid for-
   Interest..............................     $       826     $      880        $  1,193
                                              ------------    -----------       ----------
   Income taxes..........................     $        --     $       --        $     --
                                              ------------    -----------       ----------
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

FISCAL YEAR ENDED JUNE 30, 2004:

     In connection with the Company issuance of the August 2003 refinancing;
          Recorded $1.61 million of unamortized debt discount and $824,000
          deferred debt costs Issuance of 14,292 shares of common stock in lieu
          of payments on convertible promissory notes

FISCAL YEAR ENDED JUNE 30, 2003:

     Issuance of $25,000 of common stock in lieu of payment of interest on
          subordinated convertible promissory notes
     Transfer of $112,000 of fixed assets to account receivable from third party
          relating to disposal of vehicle

FISCAL YEAR ENDED JUNE 30, 2002:

     Conversion of $2,617,000 of subordinated convertible promissory notes into
          common stock resulting in a non-cash charge to interest expense
          of $241,000
     Issuance of $91,000 of common stock in lieu of payment on subordinated
     convertible promissory notes Transfer of $60,000 of fixed assets to note
     receivable from related party





         See accompanying notes to consolidated financial statements.


                                      F-7


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)   NATURE OF OPERATIONS

      Streicher Mobile Fueling, Inc., a Florida corporation (the "Company") was
      formed in 1996.

      The Company provides mobile fueling and fuel management out-sourced
      services to businesses that operate all size fleets of vehicles and
      equipment, including governmental agencies, utilities, trucking companies,
      bus lines, hauling and delivery services, courier services, construction
      companies and others. The Company's specialized truck fleet delivers fuel
      to customers' locations on a regularly scheduled or as needed basis,
      refueling vehicles and equipment and/or re-supplying fixed-site storage
      facilities. The Company's patented proprietary electronic fuel tracking
      control system is used to measure, record and track fuel dispensed to each
      vehicle and tank fueled at a customer location, allowing verification of
      the amount and type of fuel delivered and providing customers with
      customized fleet fuel data for management analysis and tax reporting. At
      June 30, 2004, the Company had operations in California, District of
      Columbia, Florida, Georgia, Maryland, North Carolina, Tennessee, Texas and
      Virginia. In August 2004, the Company opened an additional market in
      Pennsylvania.

      The Company generates substantially all of its revenue from mobile fueling
      and fuel management services. Revenue is comprised principally of delivery
      service charges and the related sales of diesel fuel and gasoline. Cost of
      sales is comprised principally of direct operating expenses, the cost of
      fuel and depreciation of the fleet. Included in both revenue and cost of
      sales are federal and state fuel taxes, which are collected by the Company
      from its customers, when required, and remitted to the appropriate taxing
      authority. The delivery service charges are at a negotiated rate and the
      cost of fuel is based on market prices. Revenue and cost of fuel will vary
      depending on the upward or downward movement of fuel prices in each
      market.

      In the mobile fueling business, the majority of deliveries are made on
      workdays, Monday through Friday, to coincide with customers' fuel service
      requirements. Thus, the number of workdays in any given month will impact
      the quarterly financial performance of the Company. In addition, a
      downturn in customer demand generally takes place on and/or in conjunction
      with national holidays, resulting in decreased volumes of fuel delivered.
      This downturn may be offset during the fiscal year by emergency mobile
      fueling services and fuel deliveries to certain customers resulting from
      impending or actual severe meteorological or geological events, including
      hurricanes, tropical storms, ice and snow storms, forest fires and
      earthquakes.


(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (a)   Basis of Presentation

            The consolidated financial statements include the accounts of
            Streicher Mobile Fueling, Inc. and its wholly owned subsidiary,
            Streicher Realty, Inc. All significant intercompany balances and
            transactions have been eliminated in consolidation.

      (b)   Cash and Cash Equivalents

            The Company considers all highly liquid investments with original
            maturities of three months or less to be cash equivalents. Cash and
            cash equivalents in the accompanying consolidated balance sheets is
            $2,708,000 and $211,000 as of June 30, 2004 and 2003, respectively.
            The Company has cash deposited with a financial institution above
            the FDIC insurance coverage limit.


                                      F-8


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      (c)   Restricted Cash

            Restricted cash at June 30, 2004 and 2003 consists of $13,000 and
            $78,000, respectively, in collections on customer accounts
            receivable, which were deposited in a restricted account and used to
            repay advances made to the Company on its bank line of credit.

      (d)   Accounts Receivable

            Accounts receivable are due from customers within a broad range of
            industries and are generally unsecured. Additionally, accounts
            receivable are composed of refunds from state and federal
            governments for fuel taxes which are not billable to certain
            customers, yet have been paid to vendors by the Company. The Company
            provides for credit losses based on management's evaluation of
            collectibility using current and historical performance of each
            customer and from state and federal governments from whom refunds
            are expected. At June 30, 2004 and 2003, the Company days sales
            outstanding was 28 and 30 days.

            A roll-forward of the activity in the allowance for doubtful
            accounts for the indicated periods is as follows:

<TABLE>
<CAPTION>
                                                        Fiscal Year     Fiscal Year     Fiscal Year
                                                          June 30,        June 30,        June 30,
                                                            2004            2003            2002
                                                       ---------------------------------------------
<S>                                                    <C>             <C>             <C>
                  Balance - beginning of period         $   530,000    $   509,000     $   78,000
                  (Decrease) increase in
                     provision for bad debts                (54,000)       263,000         637,000
                  Write-offs, net of recoveries             (50,000)      (242,000)       (206,000)
                                                       ---------------------------------------------
                  Balance - end of period               $   426,000    $   530,000     $   509,000
                                                       =============================================
</TABLE>

       (e)  Inventories

            Inventories, consisting primarily of diesel fuel and gasoline, are
            stated at the lower of cost or market and include federal and state
            fuel taxes payable to vendors. Cost is determined using the
            first-in, first-out method.

      (f)   Property and Equipment

            Property and equipment are stated at cost less accumulated
            depreciation and amortization. Ordinary maintenance and repairs are
            expensed as incurred. Improvements which significantly increase the
            value or useful life of property and equipment are capitalized.
            Property and equipment are depreciated or amortized using the
            straight-line method over the asset's estimated useful lives.
            Property and equipment balances and the estimated useful lives
            were as follows at the indicated dates:


                                      F-9


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                             June 30,                     Estimated Useful
                                                  --------------------------------
                                                      2004              2003                    Life
                                                  -------------- -- -------------- ---------------------------------------
<S>             <C>                                  <C>               <C>                  <C>
                Fuel trucks, tanks and vehicles      14,395,000        14,450,000           5 - 25 years
                Machinery and equipment                 346,000           302,000           3 - 5 years
                Furniture and fixtures                  262,000           260,000           5 - 10 years
                Leasehold improvements                   22,000            22,000    Lesser of lease term or useful life
                Software                                351,000           270,000             3 years
                Land                                     67,000            67,000                --
                                                  --------------    --------------
                                                     15,443,000        15,371,000
                Less:  Accumulated depreciation
                     and amortization                (7,841,000)       (6,630,000)
                                                  --------------    --------------
                Property and equipment, net           7,602,000         8,741,000
                                                  ==============    ==============
</TABLE>

            In accordance with Statement of Position 98-1, "Accounting for the
            Costs of Computer Software Developed or Obtained for Internal Use,"
            the Company capitalizes certain costs used in the development of
            internal use software. These costs include the costs associated with
            coding, software configuration, upgrades and enhancements. The
            amount capitalized at June 30, 2004 and 2003 relating to internal
            use software is $343,000 and $252,000, respectively.

      (g)   Income Taxes

            Income taxes are accounted for under the asset and liability method,
            in accordance with Statement of Financial Accounting Standards No.
            109, "Accounting for Income Taxes" (SFAS 109). Deferred tax assets
            and liabilities are recognized for the future tax consequences
            attributable to differences between the financial statement carrying
            amounts of existing assets and liabilities and their respective tax
            bases and operating loss and tax credit carryforwards. Deferred tax
            liabilities are measured using enacted tax rates expected to apply
            to taxable income in the years in which those temporary differences
            are expected to be recovered or settled. The effect on deferred tax
            assets and liabilities of a change in tax rates is recognized in
            income in the period that includes the enactment date.

      (h)   Revenue Recognition

            The Company recognizes revenue at the time services are performed
            which is when the fuel is delivered and the customer takes ownership
            and assumes risk of loss.  Collections are reasonably assured at the
            time of delivery.

      (i)   Use of Estimates

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America requires management to make estimates and assumptions. These
            assumptions, if not realized, could 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 revenue and expenses during the reporting period. Actual
            results could differ from those estimates.


                                      F-10


<PAGE>


      (j)   Fair Value of Financial Instruments

            The Company's financial instruments, primarily consisting of cash
            and cash equivalents, accounts receivable, accounts payable, bank
            line of credit payable, promissory notes, equipment debt and
            long-term debt, approximate fair value due to their short-term
            nature or interest rates that approximate current market rates.

      (k)   Debt Issuance Cost and Debt Discount

            The Company is amortizing as interest expense its debt discount and
            debt issuance costs over the respective term of the debt issued
            under the effective interest method.  Accumulated amortization of
            the debt discount at June 30, 2004 was $241,000.

      (l)   Net Loss Per Share

            Net loss per share is determined by dividing net loss by the
            weighted average common shares outstanding. Common stock
            equivalents, consisting of employee stock options and common stock
            warrants, in the amount of 4,675,402, 2,604,477 and 2,516,852 for
            the years ended June 30, 2004, 2003 and 2002, respectively, were
            antidilutive and were not included in the computation of net loss
            per share in those fiscal years.

      (m)   Impairment or Disposal of Long-Lived Assets

            The Company accounts for long-lived assets in accordance with the
            provisions of SFAS No. 144, "Accounting for the Impairment or
            Disposal of Long-Lived Assets." This Statement requires that
            long-lived assets be reviewed for impairment whenever events or
            changes in circumstances indicate that the carrying amount of an
            asset may not be recoverable. Recoverability of assets to be held
            and used is measured by a comparison of the carrying amount of an
            asset to future net cash flows expected to be generated by the
            asset. If the carrying amount of an asset exceeds its estimated
            future cash flows, an impairment charge is recognized by the amount
            by which the carrying amount of the asset exceeds the fair value of
            the asset. Assets to be disposed of are reported at the lower of the
            carrying amount or fair value less costs to sell.

      (n)   Stock Options

            SFAS 123, "Accounting for Stock Based Compensation," as amended
            by SFAS 148, "Accounting for Stock Based Compensation-Transition
            and Disclosure", allows entities to choose between a fair value
            based method of accounting for employee stock options or similar
            equity instruments and the intrinsic value based method of
            accounting prescribed by Accounting Principles Board Opinion 25
            (APB 25"), "Accounting for Stock Issued to Employees." Entities
            electing to account for employee stock options or similar equity
            instruments under APB 25 must make pro forma disclosures of net
            income and earnings per share as if the fair value method of
            accounting had been applied. The Company has elected to apply the
            provisions of APB 25 in the preparation of its consolidated
            financial statements and provide pro forma disclosure of net
            income and earnings per share as required under SFAS 123 (dollars
            in thousands, except share data).


                                      F-11


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                     Fiscal Year Ended June 30,
                                                             2004            2003              2002
                                                        --------------- ---------------- -----------------
<S>              <C>                                      <C>             <C>              <C>
                 Net loss - as reported                   $   (698)       $  (1,581)       $  (1,162)
                 Stock-based employee compensation
                   expense not included in reported
                   net loss, net of tax                       (194)            (556)            (125)
                                                           -------         --------         --- ----
                 Net loss - pro forma                     $   (892)       $  (2,137)       $  (1,287)
                                                           =======         ========         ========

                 Basic and diluted net loss
                   per share - as reported                $   (.10)       $    (.22)       $    (.20)
                 Basic and diluted net loss
                   per share - pro forma                  $   (.12)       $    (.30)       $    (.23)

                 Risk free interest rate                      3%              3%                3%
                 Dividend yield                               0%              0%                0%
                 Expected volatility                         100%            100%              100%
                 Expected life                             10 years        10 years          10 years
</TABLE>


            The full impact of calculating compensation cost for stock
            options (fixed awards) is not reflected in the pro forma loss
            amounts presented because compensation cost is reflected over the
            prorata vesting period of the options.

      (o)   Recent Accounting Pronouncements
            FASB Staff Position 150-3, "Effective Date, Disclosures, and
            Transition for Mandatorily Redeemable Financial Instruments of
            Certain Nonpublic Entities and Certain Mandatorily Redeemable
            Noncontrolling Interests under FASB Statement No. 150, Accounting
            for Certain Financial Instruments with Characteristics of both
            Liabilities and Equity," (FSP 150-3) defers the effective date for
            certain mandatorily redeemable financial instruments issued by a
            non-SEC registrant from fiscal periods beginning after December 15,
            2003 to fiscal periods beginning after December 15, 2004 and defers
            indefinitely for those entities the classification, measurement, and
            disclosure provisions of Statement 150 for other mandatorily
            redeemable financial instruments. The FSP also defers the effective
            date of Statement 150 for certain mandatorily redeemable
            noncontrolling interests of all entities. FSP 150-3 is not expected
            to have a significant impact upon the Company.

      (p)   Reclassifications
            Certain prior period amounts have been reclassified to conform to
            the current year presentation.


(3) BANK LINE OF CREDIT PAYABLE

      The Company has a three-year $10 million credit facility with a national
financial institution, which permits the Company to borrow up to 85% of the
total amount of eligible accounts receivable. Interest is payable monthly (5.75%
at June 30, 2004) and outstanding borrowings under the line are secured by
substantially all Company assets other than its truck fleet and related
equipment. The maturity date of the line of credit is September 25, 2005. In
addition, the credit facility may be extended by the mutual consent of the
Company and the bank after September 25, 2005.


                                      F-12


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      In August 2003, the Company and its bank line of credit lender amended the
loan and security agreement for the credit facility in connection with the
Company's August 2003 refinancing which (1) released the lender's lien on
patents, patent rights and patent applications; (2) increased the unused line of
credit fee by .50%; (3) revised the effective book net worth covenant to include
the August 2003 promissory notes in its calculation; (4) established a covenant
to maintain a minimum cumulative quarterly fixed charge coverage ratio as
defined in the amended loan agreement; (5) established a covenant for the
Company to maintain a minimum excess availability of $500,000; and (6)
eliminated the loan prepayment fee.

      As of June 30, 2004 and 2003, the Company had outstanding borrowings of
$4.9 and $4.4 million, respectively, under its $10 million bank lines of credit.
Based on eligible receivables outstanding at June 30, 2004, the Company had $1.1
million of cash availability on the bank line of credit, and was in compliance
with all financial covenants required by the loan and security agreement.

 (4) LONG-TERM DEBT

      Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                                                         June 30,
                                                                                 ---------------------------
                                                                                    2004            2003
                                                                                 -----------     -----------
<S>   <C>                                                                       <C>             <C>
      Promissory Notes (10% interest due semi-annually, December 31 and
      June 30); principal beginning August 28, 2005, semi-annually on
      August 28 February 28; balloon of $2,770,000 at maturity
      and on August 28, 2008                                                   $  6,925,000    $         --

      Convertible subordinated debt (issued in April and September 2001)                 --         283,600

      Subordinated Promissory Notes (issued January 21, 2003)
                                                                                         --         150,000

      Subordinated Promissory Notes (issued January 21, 2003)
                                                                                         --         300,000

      Subordinated Promissory Notes (issued May 12, 2003)
                                                                                         --          64,500

      Subordinated Promissory Note (issued May 20, 2003)
                                                                                         --         235,500

      Equipment debt (10.18% weighted average interest rate at June 30,
        2003 and 2002) due in monthly installments with varying
        maturities through October 2005                                                   --       3,444,000

      Less: current portion                                                               --     (1,965,000)
                                                                                 -----------     -----------
      Long-term debt, excluding current portion                                $  6,925,000    $  2,512,600
                                                                                 ===========     ===========
</TABLE>


                                      F-13


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      Future principal payments on long-term debt are due as follows as of
June 30, 2004:

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

                             2005       $         --
                             2006          1,385,000
                             2007          1,385,000
                             2008          1,385,000
                             2009          2,770,000
                                           ----------
                             Total      $  6,925,000
                                           ==========

      During August and September 2003, the Company repaid all the remaining
long-term and current portions of equipment debt, convertible subordinated debt
and promissory notes outstanding at June 30, 2003 from the proceeds of the
August 2003 refinancing. The former equipment lender was repaid in full. The
Company received a $757,000 cash discount from the lender in consideration of
the prepayment of the equipment debt. The current notes are collateralized by a
first priority security interest in the Company's specialized fueling truck
fleet and related equipment and by the patents on its proprietary fuel
management system.

AUGUST 2003 PROMISSORY NOTES

      On August 29, 2003, the Company closed a $6.925 million offering to
institutions and other accredited lenders consisting of five-year 10% promissory
notes and five-year warrants to purchase a total 2,008,250 shares of the
Company's common stock at $1.00 per share. The August 2003 promissory notes are
collateralized by a first priority security interest in its specialized fueling
truck fleet and related equipment and by patents on its proprietary fuel
management system. The August 2003 promissory notes provide for (1) no principal
payments until August 28, 2005; (2) six $692,500 semi-annual principal payments
commencing on August 28, 2005 through February 28, 2008; (3) a balloon payment
of $2,770,000 at maturity on August 28, 2008; (4) semi-annual interest payments
on June 30 and December 31 which commenced on December 31, 2003; and (5) the
Company's right to call after August 1, 2005 at 105% of par plus accrued but
unpaid interest. The net cash proceeds from the financing was $2.8 million,
after payment of related fees and expenses and repayment of all outstanding
equipment and subordinated debt. In connection with the issuance of the August
2003 promissory notes, the Company negotiated a settlement with its former
primary equipment lender and received a $757,000 cash discount by prepaying the
$2,204,800 outstanding balance on August 29, 2003. The transaction costs related
to these promissory notes included commissions, professional fees and other
costs, totaling $824,000 and are being amortized over the five-year term of the
notes.

      The $1.61 million debt discount is a non-cash discount related to the
issuance of the warrants and does not reduce the amount of cash payments
required to be made by the Company for the outstanding balance of $6.925 million
owed at June 30, 2004.

JANUARY 2002 CONVERSION OF SUBORDINATED DEBT

      In January 2002, certain holders of the convertible subordinated
promissory notes converted an aggregate of $2.617 million to unregistered shares
of the Company's common stock at a conversion price of $1.24 per share, for a
total of 2,110,322 shares of common stock. The notes converted contained
conversion rates ranging from $1.35 to $1.50 per share. The holders of the
remaining $283,600 of convertible subordinated promissory notes issued by the
Company in April and September 2001 who did not convert their notes in January
2002 waived any conversion price adjustment. With the consent of the holder,
interest on two of these notes may be paid in the Company's common stock, with
the stock value based on the average closing price of the stock during the most
recent quarter. In September 2002, the maturity dates of these non-converted
notes were extended to August 31, 2004.


                                      F-14


<PAGE>

                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


SUBORDINATED PROMISSORY NOTES

      On December 23, 2002, the Company issued a $150,000 short-term promissory
note to a shareholder. The note was due on January 31, 2003, with interest at 5%
over the prime interest rate. On January 21, 2003 the Company and the holder of
the note substituted the note for a $150,000 subordinated promissory note due on
January 31, 2005, bearing interest at an annual rate of 9%. With the consent of
the holder, interest on the note may be paid in unregistered shares of the
Company's common stock, with the stock value based on the closing bid price of
the stock for the five trading days before the last day of the quarter in which
the interest is due but in no event less than the closing bid price at the time
of issuance or the average of the closing bid prices for the five trading days
prior to such time, whichever is lower.

      On January 21, 2003, the Company issued $300,000 of subordinated
promissory notes to two shareholders. The notes are due on January 31, 2005 and
bear interest at an annual rate of 9%. With the consent of the holders, interest
on the notes may be paid in the Company's common stock, with the stock value
based on the closing bid price of the stock for the five trading days before the
last day of the quarter in which the interest is due but in no event less than
the closing bid price at the time of issuance or the average of the closing bid
prices for the five trading days prior to such time, whichever is lower.

      On May 12, 2003, the Company issued $300,000 of subordinated promissory
notes to certain shareholders. The notes bear interest at an annual rate of 14%
and are payable on demand. The Company repaid $235,500 of these notes with the
proceeds of the May 20, 2003 private placement issuance of subordinated
promissory notes and common stock purchase warrants. The exercise price of the
warrants is $0.86 per share.

      On May 20, 2003, the Company issued $235,500 of subordinated promissory
notes to officers, directors and certain shareholders. The notes are due on
November 19, 2003 and bear interest at an annual rate of 14%. With the consent
of the holders, the Company may elect to pay interest on the notes in shares of
the Company's common stock, with the stock value based on the most recent
closing bid price of the stock at the time the notes were executed or for the
five trading days before such date, whichever is lower. The Company also issued
warrants to purchase 82,425 shares of common stock exercisable at $0.86 per
share in connection with the notes. The warrants issued are exercisable for a
period of three (3) years from and after the date on which the notes are repaid
or otherwise surrendered to the Company, but in no event later than November 19,
2006.

      The Company's debt agreements have covenants establishing certain
financial requirements and operating restrictions. The Company's failure to
comply with any covenant or material obligation contained in these debt
agreements, absent a waiver or forbearance from the lenders, would result in an
event of default which could accelerate debt repayment terms under the debt
agreements. Due to cross-default provisions contained in its debt agreements, an
event of default under one agreement could accelerate repayment terms under the
other agreements, which would have a material adverse effect on the Company's
liquidity and capital resources.


(5)   WARRANTS AND UNDERWRITER'S OPTION

      (a)   Public Offering Warrants

            The Company issued 1,150,000 common stock warrants in conjunction
            with its initial public offering in December 1996. Each warrant
            entitles the holder to purchase one share of common stock at a
            exercise price of $6.90 per share. In October 2003, the Company
            extended the expiration date of the warrants from December 11, 2003
            to December 11, 2004. The common stock underlying the warrants has
            been registered with the Securities and Exchange Commission. As of
            June 30, 2004, none of these warrants have been exercised.


                                      F-15


<PAGE>

                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            The number of shares of common stock that may be purchased upon
            exercise of the warrants will be adjusted if the Company makes a
            dividend distribution to its shareholders or subdivide, combine or
            reclassify its outstanding shares of common stock. In addition, the
            exercise price of the warrants will be adjusted, subject to certain
            exceptions, if the Company issues additional common stock or rights
            to acquire common stock at a price per share that is less than the
            current market price per share of common stock. For this purpose,
            the term "current market price" means the average of the daily
            closing prices for the twenty consecutive trading days ending three
            days prior to the issuance or record date. The exercise price of the
            warrants will also be adjusted if the Company consolidates or merges
            and make a distribution to its shareholders of assets or evidences
            of indebtedness (other than cash or stock dividends).

            The Company may redeem the warrants, at a redemption price of $0.01
            per warrant, at any time upon thirty days' prior written notice, if
            the average closing bid price of its common stock equals or exceeds
            $10.50 per share for twenty consecutive trading days.

            The Company may further extend the exercise period of the warrants
            at any time. If the Company does so, it will give written notice of
            the extension to the warrant holders prior to the expiration date in
            effect at the time of the extension. Also, the Company may reduce
            the exercise price of the warrants for limited periods or through
            the end of the exercise period if its Board of Directors deems it
            appropriate. The Company has not made any determination at this time
            as to a further extension of the exercise period or a reduction in
            the exercise price of the warrants.

      (b)   Underwriter's Option

            In connection with the initial public offering the Company sold the
            underwriter an option to purchase up to 100,000 shares of common
            stock at $9.30 per share and warrants at an exercise price of
            $.19375 to purchase an additional 100,000 shares, at an exercise
            price of $9.30 per share. The underwriter's option was extended
            concurrent with the warrants and currently expires on December 11,
            2004. The exercise price of the warrants subject to the
            underwriter's option and the number of shares of common stock
            covered by these warrants, are subject to adjustment on similar
            terms as the Company's other outstanding warrants. As of June 30,
            2004, none of these warrants have been exercised.

      (c)   May 2003 Warrants

            On May 20, 2003, the Company issued $235,500 of subordinated
            promissory notes to officers, directors and certain shareholders.
            The notes were due on November 19, 2003 and bear interest at an
            annual rate of 14%. The Company also issued non-detachable warrants
            to purchase 82,425 shares of common stock exercisable at $0.86 per
            share in connection with the notes. The Company repaid these notes
            in September 2003 with the proceeds of the August 2003 refinancing.
            As of June 30, 2004, 7,000 of these warrants were exercised and the
            remaining 75,425 are exercisable.

            The number of shares of common stock that may be purchased upon
            exercise of the warrants will be adjusted if the Company makes a
            dividend distribution to its shareholders or subdivide, combine or
            reclassify its outstanding shares of common stock. The exercise
            price of the warrants will also be adjusted if the Company
            consolidates or merges.


                                      F-16


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      (d)   August 2003 Warrants

            As a result of the August 2003 refinancing, the Company raised
            $6.925 million and issued 2,008,250 five-year warrants to purchase
            the Company's common stock at $1.00 per share. As of June 30, 2004,
            62,500 warrants were exercised. Additionally, in September 2004
            there were 50,000 shares exercised.


(6) STOCK OPTIONS

      (a)   Employee Stock Options

            The Company has adopted two stock option plans (the "1996 Plan" and
            the "2000 Plan") under which options to purchase shares of the
            Company's common stock may be granted to employees. The purpose of
            the 1996 Plan and the 2000 Plan is to provide an incentive to
            attract, motivate and retain qualified competent employees whose
            efforts and judgment are important to the Company's success through
            the encouragement of the ownership of stock by such persons.

            Under the 1996 Plan 500,000 shares of common stock are reserved for
            issuance upon exercise of options granted. Under the 2000 Plan,
            1,000,000 shares of common stock are reserved for issuance upon the
            exercise of options, with the amount reserved being increased each
            year by ten percent of the total shares subject to the 2000 Plan at
            the end of the previous calendar year. Options to purchase 0 shares
            of stock are outstanding under the 1996 Plan and options to purchase
            362,000 shares of stock are available to be granted under the 2000
            Plan. The Board of Directors has determined that no additional
            options will be granted under the 1996 Plan.

            Options granted under the 1996 Plan and the 2000 Plan expire no
            later than ten years from the date of grant. Options granted under
            the 1996 Plan and the 2000 Plan are not exercisable after the period
            or periods provided in the respective option agreements. The
            following table summarizes stock option activity for both plans for
            the periods indicated:


                                      F-17


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                              Weighted
                                                        1996 and 2000          Average
                                                            Plans           Exercise Price
                                                        -------------       --------------
<S>         <C>                                           <C>               <C>
            Options outstanding as of
            January 31, 1999.....................           210,052         $     3.49
                                                         ==========            =======
              Granted............................           159,000         $     5.49
              Cancelled..........................           (32,200)        $     4.60
              Exercised..........................           (60,300)        $     3.44
                                                         ----------            -------
            Options outstanding as of
            January 31, 2000.....................           276,552         $     4.55
                                                         ==========            =======
              Granted............................           738,000         $     1.50
              Cancelled..........................           (13,200)        $     5.16
              Exercised..........................            (2,200)        $     3.69
                                                         ----------            -------
            Options outstanding as of
            January 31, 2001.....................           999,152         $     2.30
                                                         ==========            =======
              Granted............................           240,000         $     1.50
              Cancelled..........................           (35,700)        $     2.68
              Exercised..........................                --         $       --
                                                         ----------            -------
            Options outstanding as of
            June 30, 2001........................         1,203,452         $     2.13
                                                         ==========            =======
               Granted...........................           190,000         $     1.32
               Cancelled.........................          (379,000)        $     2.31
               Exercised.........................                --         $       --
                                                         ----------            -------
            Options outstanding as of
            June 30, 2002........................         1,014,452         $     1.89
                                                         ==========            =======
               Granted...........................                --         $       --
               Cancelled.........................           (27,000)        $     2.08
               Exercised.........................                --         $       --
                                                         ----------            -------
            Options outstanding as of
            June 30, 2003........................           987,452         $     1.88
                                                         ==========            =======
               Granted...........................           120,000         $     1.30
               Cancelled.........................           (22,500)        $     3.95
               Exercised.........................                --         $       --
                                                         ----------            -------
            Options outstanding as of
            June 30, 2004........................         1,084,952         $    1.77
                                                         ==========            =======
               Exercisable.......................           896,952         $    1.87
                                                         ==========
            Available for future grant (2000
            Plan only)...........................           362,000
                                                         ==========
</TABLE>


                                      F-18


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      The following table summarizes information about stock options outstanding
      under both plans as of June 30, 2004:
<TABLE>
<CAPTION>
                                               Weighted
                                                Average       Weighted                      Weighted
                                               Remaining       Average       Number         Average
               Exercise         Number        Contractual     Exercise      of Shares       Exercise
                Price        Outstanding     Life (Years)       Price      Exercisable       Price
         --------------      -----------     ------------     --------     -----------      ---------
<S>      <C>                   <C>               <C>            <C>           <C>             <C>
         $1.07 to $1.74        969,000           6.95           1.44          781,000         1.44
         $3.37 to $4.13         89,952           3.31           3.75           89,952         3.75
         $6.56 to $7.63         26,000           5.12           7.40           26,000         7.40
                                ------                                         ------
                             1,084,952                                        896,952
                            ==========                                      =========
         TOTALS
</TABLE>

      (b)   Director Stock Options

            The Company adopted effective as of May 2001 a separate stock option
            plan for non-employee members of the Company's Board of Directors
            (the "Directors Plan"). The purpose of the Directors Plan is to
            provide an additional incentive to attract and retain qualified
            competent directors upon whose efforts and judgment are important to
            the Company's success through the encouragement of the ownership of
            stock by such persons.

            Under the Directors Plan, 250,000 shares of common stock are
            reserved for issuance upon the exercise of options granted. Each
            non-employee who serves as a member of the Company's board of
            directors as of the effective date of the Directors Plan, and each
            non-employee who is elected or otherwise appointed as one of the
            Company's directors thereafter, will receive a fully vested option
            to purchase 20,000 shares of stock. On the last day of each fiscal
            quarter while the Directors Plan is in effect, each non-employee
            director will receive an additional grant of an option to purchase
            625 shares of stock. Further, in accordance with the Directors Plan,
            additional options may be granted to non-employee directors from
            time to time. Options to purchase 219,375 shares of common stock are
            currently outstanding under the Directors Plan and 30,625 shares of
            stock are available to be granted in the future.

            Options granted under the Directors Plan expire no later than ten
            years from the date of grant and are with limited exceptions
            exercisable as of the grant date.

      The following table summarizes the stock option activity under the
      Directors' Plan for the periods indicated:


                                      F-19


<PAGE>


                 STREICHER MOBILE FUELING, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                          Weighted Average
                                                                    Directors Plan         Exercise Price
                                                                    --------------        ----------------
<S>                                                                       <C>                 <C>
         Options outstanding as of January 31, 2001.......                     --             $      --
           Granted........................................                100,000             $    1.60
           Cancelled......................................                     --             $      --
           Exercised......................................                     --             $      --
                                                                       ----------               -------
         Options outstanding as of June 30, 2001..........                100,000             $    1.60
                                                                       ==========               =======


           Granted........................................                 52,500             $    1.52
           Cancelled......................................                     --             $      --
           Exercised......................................                     --             $      --
                                                                       ----------               -------
         Options outstanding as of June 30, 2002..........                152,500             $    1.57
                                                                       ==========               =======
           Granted........................................                 53,125             $    1.21
           Cancelled......................................                (20,625)            $    1.25
           Exercised......................................                     --             $      --
                                                                       ----------               -------
         Options outstanding as of June 30, 2003..........                185,000             $    1.51
                                                                       ==========               =======
           Granted........................................                 34,375             $    1.41
           Cancelled......................................                     --             $      --
           Exercised......................................                     --             $      --
                                                                       ----------               -------
         Options outstanding as of June 30, 2004..........                219,375             $    1.50
                                                                       ==========               =======
             Exercisable                                                  219,375             $    1.50
                                                                       ==========
         Available for future grant                                        30,625
                                                                       ==========
</TABLE>

      The following table summarizes information about the Directors stock
      options outstanding under the Plan as of June 30, 2004:
<TABLE>
<CAPTION>
                                             Weighted
                                              Average        Weighted                       Weighted
                                             Remaining        Average        Number         Average
               Exercise       Number        Contractual      Exercise       of Shares       Exercise
                Pricese     Outstanding     Life (Years)       Price       Exercisable       Price
         --------------     -----------     ------------     --------      -----------      ---------
<S>      <C>                    <C>            <C>             <C>            <C>             <C>
         $.92 to $1.11          12,500         8.38            1.02           12,500          1.02
         $1.21 to $1.36         40,000         8.48            1.27           40,000          1.27
         $1.40 to $1.85        166,875         7.19            1.58          166,875          1.58
                               -------                                       -------
                               219,375                                       219,375
                               =======                                       =======
         TOTALS
</TABLE>


(7    SIGNIFICANT CUSTOMERS

      Revenue (excluding fuel taxes) from one significant customer, the United
      States Postal Service, totaled $9.5 million or 14%, $8.5 million or 16%,
      and $8.4 or 19% of total revenue in the fiscal years ended June 30, 2004,
      2003 and 2002, respectively. However, revenue from this customer was
      generated from a total of 6 and 9 separate and independent written
      contracts of varying lengths of service and renewal options for the years
      ended June 30, 2004 and 2003, respectively.


                                      F-20


<PAGE>


(8) RELATED PARTY TRANSACTIONS

      Beginning July 2002, the Company suspended further payments of salary to
      Stanley H. Streicher, the Company's former chairman, under his November 7,
      2000, employment agreement because of an unpaid note receivable. As of
      December 31, 2003, the Company had set off all the remaining outstanding
      balance due. Additionally, Mr. Streicher's November 7, 2000 employment
      contract expired on October 31, 2003 and was not extended or renewed.

      Each of the: (a) convertible subordinated promissory notes which were
      converted in January 2002; (b) December 23, 2002 short-term promissory
      note; (c) January 21, 2003 subordinated promissory notes; and (d) May 12,
      2003 promissory notes were issued to a director or other affiliates of the
      Company. In addition, a portion of the May 20, 2003 subordinated
      promissory notes and related warrants were issued to officers, directors
      and other affiliates of the Company. These notes are more fully described
      in Note 6.


(9)   INCOME TAXES

      The actual tax benefit of the Company for the years ended June 30,
      2004, 2003 and 2002 differs from the statutory Federal tax rate of 34%
      due to the following:

<TABLE>
<CAPTION>

                                                            Fiscal Year     Fiscal Year    Fiscal Year
                                                              June 30,       June 30,        June 30,
                                                                2004           2003            2002
                                                           -------------   ------------   -------------
<S>                                                             <C>             <C>            <C>
        Expected benefit for income taxes at the
          statutory Federal income tax rate of 34%           $ 237,000       $ 538,000      $ 395,000
        Net operating loss carryforward adjustment             133,000               -              -
        Change in tax rate                                     172,000               -              -
        State income taxes, net of federal benefit              59,000          37,000         42,000
        Other                                                   14,000          13,000        (59,000)
        Nondeductible expenses                                 (12,000)         (9,000)      (102,000)
        Deferred tax valuation allowance                      (603,000)       (579,000)      (276,000)
                                                              ---------       ---------      ---------
        Benefit (provision) for income taxes                 $      --       $      --      $      --
                                                              =========       =========      =========
</TABLE>

      Deferred income taxes reflect the net effects of temporary differences
      between the carrying amounts of assets and liabilities for financial
      reporting purposes and their income tax bases, and operating loss
      carryforwards

      The tax effects of temporary differences and operating loss carryforwards
      that give rise the significant portions of the deferred tax assets and
      liabilities at June 30, 2004 and 2003 are presented below:


                                      F-21


<PAGE>


<TABLE>
<CAPTION>
                                                                          June 30,
                                                          ------------------------------------------
                                                                  2004                 2003
                                                          ------------------------------------------
<S>                                                          <C>                   <C>
            Deferred tax assets:
            Net operating loss carryforwards                 $  5,684,000          $  4,880,000
            Asset basis adjustment for Reorganization             257,000               275,000
            Allowance for doubtful accounts                       170,000               200,000
            Accrued expenses                                       42,000                32,000
            Contributions carryover                                 2,000                 3,000
                                                             ------------           -----------
            Total gross deferred tax assets                     6,155,000             5,390,000

            Less:  valuation allowance                         (3,466,000)           (2,863,000)
                                                             ------------           -----------
            Total deferred tax assets                           2,689,000             2,527,000
                                                             ============           ===========
            Deferred tax liabilities:
            Property and equipment                             (2,666,000)           (2,438,000)
            Software development costs                            (23,000)              (89,000)
                                                             ------------           -----------
            Total deferred tax liabilities                     (2,689,000)           (2,527,000
                                                             ============           ===========
            Net deferred tax assets                          $         --          $     --
                                                             ============           ===========
</TABLE>

      Realization of deferred tax assets is dependent upon generating sufficient
      taxable income in future periods. Management believes that these net
      operating loss and credit carryforwards may expire unused and will not
      meet the "more likely than not" criteria of SFAS No. 109, and, accordingly
      has established a valuation allowance for the excess of deferred tax
      assets over deferred tax liabilities.

      The net change in the valuation allowance for the years ended June 30,
      2004, 2003 and 2002 was an increase of $603,000, $579,000, $276,000,
      respectively. All increases to the valuation allowance during these
      periods were recorded through the provision for taxes. As of June 30,
      2004, the Company has net operating loss carryforwards of approximately
      $14.3 million which will begin to expire in the year 2011.


(10) COMMITMENTS AND CONTINGENCIES

      (a)   Operating Leases

            The Company leases real property and equipment under operating
            leases that expire at various times through the year 2015. Future
            minimum lease payments under non-cancelable operating leases as of
            June 30, 2004 are:

                                               Operating
                              Year ended         Lease
                               June 30,         Payments
                             -----------     -------------
                                 2005             365,000
                                 2006              56,000
                                 2007              21,000
                                 2008              15,000
                                 2009              15,000
                              Thereafter           91,000
                                             -------------
                                                  563,000
                                             =============


                                      F-22


<PAGE>

            The Company was obligated to Mr. Streicher under two operating
            leases covering property utilized for division truck yards and
            offices, one of which expired in April 2002. While the second lease
            does not expire until August of 2015, Mr. Streicher sold the
            property covered by it to an unrelated third party in April 2003. In
            conjunction with the sale, Mr. Streicher assigned the lease to the
            purchaser of the property extinguishing any further obligation of
            the Company to Mr. Streicher under it. Rent expense paid to Mr.
            Streicher by the Company for the lease of its former corporate
            offices and the two division facilities was $0, $12,000 and $30,000
            for the fiscal years ended June 30, 2004, 2003 and 2002.

      (b)   Governmental Regulation

            Numerous federal, state and local laws, regulations and ordinances,
            including those relating to protection of the environment and worker
            safety, affect the Company's operations. Various federal, state and
            local agencies have broad powers under these laws, regulations and
            ordinances. In particular, the operation of the Company's mobile
            fueling fleet and its transportation of diesel fuel and gasoline are
            subject to extensive regulation by the U.S. Department of
            Transportation ("DOT") under the Federal Motor Carrier Safety Act
            ("FMCSA") and the Hazardous Materials Transportation Act ("HMTA").
            The Company is subject to regulatory and legislative changes that
            can affect the economics of the industry by requiring changes in
            operating practices or influencing the demand for, and the cost of
            providing, its services. On January 4, 2004, new federal safety
            rules took effect reducing the number of hours truck drivers can be
            on duty, including any time spent fueling their trucks or equipment.
            In addition, the Company depends on the supply of diesel fuel and
            gasoline from the oil and gas industry and, therefore, is affected
            by changing taxes, price controls and other laws and regulations
            generally relating to the oil and gas industry. The Company cannot
            determine the extent to which its future operations and earnings may
            be affected by new legislation, new regulations or changes in
            existing regulations.

            Complying with the technical requirements of these laws and
            regulations is becoming increasingly expensive, complex and
            stringent. These laws may impose penalties or sanctions for damages
            to natural resources or threats to public health and safety. Such
            laws and regulations may also expose the Company to liability for
            the conduct of or conditions caused by others, or for acts of the
            Company that were in compliance with all applicable laws at the time
            such acts were performed. Sanctions for noncompliance may include
            revocation of permits, corrective action orders, administrative or
            civil penalties and criminal prosecution. Certain environmental laws
            provide for joint and several liability for remediation of spills
            and releases of hazardous substances. In addition, the Company may
            be subject to claims alleging personal injury or property damage as
            a result of alleged exposure to hazardous substances, as well as
            damage to natural resources.

            In the opinion of management, the Company is in substantial
            compliance with existing laws and regulations, although there can be
            no assurance that substantial costs for compliance will not be
            incurred in the future. Moreover, it is possible that other
            developments, such as stricter environmental laws, regulations and
            enforcement policies thereunder, could result in additional,
            presently unquantifiable, costs or liabilities to the Company.

      (c)   Employment Agreements

            The Company entered into an employment agreement with Richard E.
            Gathright on October 26, 2000 pursuant to which Mr. Gathright serves
            as President and Chief Executive Officer of the Company. The
            agreement has a term of three years, commencing on October 26, 2000,
            provides for an annual base salary of $300,000, participation, with
            other members of management, in a bonus program, whereby up to 10%
            of the Company's pretax profits will be set aside for bonus


                                      F-23

<PAGE>


            payments, and the grant of 500,000 options to purchase shares of the
            Company's common stock at a price of $1.50 per share. The agreement
            further provides that it may be terminated by the Company at any
            time and for any reason. If the agreement is terminated by the
            Company without cause, Mr. Gathright shall be due the greater of all
            base salary payable through the term of the agreement or eighteen
            months base salary. If the agreement is terminated for cause, as
            defined, Mr. Gathright will not be entitled to the severance
            payments specified. On September 25, 2003, the Company and Mr.
            Gathright amended the terms of the agreement extending it from three
            to four years. Additionally, this Agreement was extended an
            additional year expiring October 31, 2005.

            The Company has also entered into written employment agreements with
            certain other Company officers. The agreements vary in terms up to
            one year and automatically renew for successive periods unless
            notice of termination and severance are given by the Company prior
            to a renewal period.

      (d)   Absence of Written Agreements

            Most of the Company's customers do not have written agreements with
            the Company and can terminate the Company's mobile fueling services
            at any time and for any reason. If the Company were to experience a
            high rate of terminations, the Company's business and financial
            performance could be adversely affected.

      (e)   Litigation

            The Company may be subject to legal proceedings and claims which
            arise in the ordinary course of its business. In the opinion of
            management, after consulting with legal counsel, no litigation or
            claims exist that should have a material effect on the
            consolidated financial position or results of operations of the
            Company as of June 30, 2004.


                                      F-24