Schedule 14A



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.   )
 
Filed by the Registrant x
Filed by a Party other than the Registrant o
 
Check the appropriate box: 
 
 
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Pursuant to Rule 14a-12

 
ABLE ENERGY, INC.
 
(Name of Registrant as Specified In Its Charter)
 
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): 
 
 
 
 
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
 
(1)
Title of each class of securities to which transaction applies:
 
 
Common stock, par value $0.001 per share
 
(2)
Aggregate number of securities to which transaction applies:
 
     
 
(3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
 
(5)
Total fee paid:
 
 
 
 
 
     
o
Fee paid previously with preliminary materials.
o    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:

 
(1)
Amount previously paid:
 
 
 
 
 
(2)
Form, Schedule or Registration Statement No:
 
 
 
 
 
(3)
Filing party:
 
 
 
 
 
(4)
Date Filed:
 
 
 

 
ABLE ENERGY, INC.
198 GREEN POND ROAD
ROCKAWAY, NEW JERSEY 07866
(973) 625-1012
Dear Stockholder:
 
          We cordially invite you to attend a special meeting of stockholders to be held at 10:00 a.m. on August 29, 2006 at the offices of Able Energy, 1140 6th Avenue, Suite 1800, New York, New York 10036.

          At the special meeting, you will be asked to approve, for purposes of NASD Marketplace Rule 4350(i) and Delaware Section 203 of the Delaware General Corporation Law, an issuance of our common stock which will result in the acquisition of substantially all of the assets of All American Plazas, Inc., or All American, a Pennsylvania corporation, pursuant to the Stock Purchase Agreement, dated as of June 16, 2005, by and among the shareholders of All American and us (as amended and restated into the Asset Purchase Agreement as of the same date). Our board of directors recommends the approval of this proposal.

          You will also be asked to approve, for purposes of NASD Marketplace Rule 4350(i) only, the potential issuance of our common stock through the exercise of certain convertible debentures we issued in connection with a $2.5 million sale of such debentures which took place in July 12, 2005. A description of this convertible debenture financing together with the financing documents are disclosed in Form 8-K filed July 15, 2005.

          In addition, you will be to approve an increase in the number of shares of common stock which we may issue from 10 million to 75 million. This increase in the number of shares of common stock is not only necessary in order to issue the shares the acquisition of the All American assets described above, but will likely also be necessary in order to provide us adequate capitalization on a going forward basis. Our board of directors recommends the approval of this proposal.

          Finally, you will be asked to act on such other business as may properly come before the special meeting.

          Enclosed is a notice of special meeting and proxy statement containing detailed information concerning the acquisition. Whether or not you plan to attend the special meeting, we urge you to read this material carefully. I look forward to seeing you at the meeting.

 
 
 
Sincerely,
 
 
 
Gregory D. Frost
 
Chief Executive Officer and Chairman of the Board,

This proxy statement is dated August 7, 2006 and is first being mailed to our stockholders on or about August 7, 2006.

YOUR VOTE IS IMPORTANT. WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING OR NOT, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.
 
 

 
ABLE ENERGY, INC.
198 GREEN POND ROAD
ROCKAWAY, NEW JERSEY 07866
 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON August 29, 2006
 
TO THE STOCKHOLDERS OF ABLE ENERGY, INC.:
 
          NOTICE IS HEREBY GIVEN that a special meeting of stockholders, including any adjournments or postponements thereof, of Able Energy, Inc., a Delaware corporation, will be held at 10:00 a.m. eastern time, on August 29, 2006, at the offices of Able Energy, 1140 6th Avenue, Suite 1800, New York, New York 10036, for the following purposes:
 
 
 
 
 
to consider and vote upon a proposal, for purposes of NASD Marketplace Rule 4350 and Section 203 of the Delaware General Corporation Law to effect an issuance of our common stock which will result in the acquisition of substantially all of the assets of All American Plazas, Inc., or All American, pursuant to the Stock Purchase Agreement, dated as of June 16, 2005 (as amended and restated into the Asset Purchase Agreement as of the same date), among All American and us;
 
 
 
 
to consider and vote upon a proposal, for purposes of NASD Marketplace Rule 4350(i) only, the potential issuance of our common stock through the exercise of certain convertible debentures and warrants we issued in connection with a $2.5 million sale of such debentures which took place in July 12, 2005;
 
 
 
 
to consider and vote upon a proposal to increase the number of shares we are authorized to issue from 10 million to 75 million; and
 
 
 
 
to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
  
    In connection with a July 12, 2005 financing transaction, we seek approval from the shareholders of an issuance of common stock which exceeds 20% of our issued and outstanding common stock as of July 11, 2005. Note that on November 16, the additional investment right described in Section 4.17 of the Securities Purchase Agreement dated July 12, 2005 was eliminated, and, in its place, investors were granted warrants to purchase shares of our common stock at an exercise price of $7.50. If fully exercised, these additional warrants granted on November 16, 2005 would aggregate 5.25 million. As of July 11, 2005, the Company’s total number of issued shares of common stock was 2,449,520. Twenty percent of the Company’s total outstanding shares of common stock as of such date were 489,904. We estimate the total number of shares which may be issued in connection with the July 12, 2005 financing transaction as follows: (a) upon conversion of convertible debentures, including estimated interest - 415,361 shares of common stock; (b) upon exercise of the warrants granted in connection with the original July 12, 2005 transaction - 192,308 shares of common stock; and (c) upon exercise of warrants granted in connection with the November 16, 2005 amendment - 5,250,000 shares of common stock. Thus, we are seeking the approval to issue up to an additional 5,367,765 shares of our common stock along with any other shares which we may issue as a result of any interest or anti-dilution adjustment which is also described in the Securities Purchase Agreement.
 
          The proceeds of the July 12, 2005 financing were used for working capital purposes and to make a loan to All American Plazas, Inc. On July 27, 2005, the Company made a loan in the amount of $1,730,000 to All American. All American executed and delivered a Promissory Note for the full amount of the loan in favor of our company. Under the terms of the Promissory Note, the outstanding principal of the loan bears interest at the rate of 3.5% per annum. The maturity date of the Promissory Note has been extended to March 30, 2006 and has since been further extended, in consideration of an increase of the interest rate to 6.5% per annum, to the earlier of either the closing of the acquisition or the closing of a financing transaction relating to the conveyance of All American’s real estate assets to us (see our Current Report on Form 8-K filed March 27, 2006 with the SEC).
 
 

 
          Background relating to the acquisition of All American’s assets is contained in the “Q&A” section that follows as well as throughout this proxy statement.
 
          The board of directors has fixed the close of business on August 1, 2006 as the date for which our stockholders are entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only the holders of record of our common stock on that date are entitled to have their votes counted at the special meeting and any adjournments or postponements thereof.
          
    We will not transact any other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement by our board of directors.
          
    Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record of our common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.
          
    Our board of directors unanimously recommends that you vote “FOR” the proposal to effect an issuance of our common stock which will result in our acquisition of All American.
 
 
 
By Order of the Board of Directors,
 
 
 
Gregory D. Frost
 
Chief Executive Officer and Chairman of the Board
 
August 7, 2006
 
 


TABLE OF CONTENTS
 
 
 
SECTION
 
PAGE
 
 
 
 
 
 
QUESTIONS AND ANSWERS ABOUT THE MATTERS SUBJECT TO VOTE
 
2
 
 
 
SUMMARY
 
5
 
 
 
SELECTED HISTORICAL FINANCIAL INFORMATION
 
11
 
 
 
ALL AMERICAN HISTORICAL FINANCIAL INFORMATION
 
 
 
 
 
SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
 
13
 
 
 
RISK FACTORS
 
13
 
 
 
FORWARD-LOOKING STATEMENTS
 
18
 
 
 
THE SPECIAL MEETING
 
19
 
 
 
THE ACQUISITION PROPOSAL
 
21
 
 
 
THE ASSET PURCHASE AGREEMENT
 
35
 
 
 
THE SECURITIES PURCHASE AGREEMENT (AND RELATED DOCUMENTS)
 
40
 
 
 
INFORMATION ABOUT ALL AMERICAN
 
40
 
 
 
DIRECTORS AND MANAGEMENT OF ABLE ENERGY, INC.
 
61
 
 
 
FOLLOWING THE ACQUISITION OF ALL AMERICAN
 
61
 
 
 
BENEFICIAL OWNERSHIP OF OUR SECURITIES
 
63
 
 
 
MARKET PRICE INFORMATION AND DIVIDENDS
 
65
 
 
 
DESCRIPTION OF OUR SECURITIES
 
66
 
 
 
STOCKHOLDER PROPOSALS
 
67
 
 
 
WHERE YOU CAN FIND MORE INFORMATION
 
68
 
 
 
ANNEX A -
 
 
 (A) ASSET PURCHASE AGREEMENT
 
 
 (B) VOTING AND LOCK-UP AGREEMENT
   
     
ANNEX B - AUDITED FINANCIALS
 
 
 
 
 
ANNEX C - PROPOSED CHARTER AMENDMENT
 
 
 
 
 
ANNEX D - FAIRNESS OPINIONS
 
 
 
 
 
ANNEX E - PRO FORMA FINANCIAL STATEMENTS
 
 
 
 
 
 
 
 
 

 
QUESTIONS AND ANSWERS ABOUT THE MATTERS SUBJECT TO VOTE
What is being voted on?
 
               You are being asked to consider and vote upon a proposal, for purposes of NASD Marketplace Rule 4350 and Section 203 of the Delaware General Corporation Law, to effect an issuance of our common stock which will result in our acquisition of All American Plazas, Inc., or All American, pursuant to the Asset Purchase Agreement, dated as of June 16, 2005, by and among All American and us (which agreement was originally entered into as the Stock Purchase Agreement, but was thereafter amended and restated as such Asset Purchase Agreement). We refer to this transaction in places throughout this proxy as the “acquisition”.
 
               You will also be asked to approve, for purposes of NASD Marketplace Rule 4350(i) only, the potential issuance of our common stock through the exercise of certain convertible debentures we issued in connection with a $2.5 million sale of such debentures which took place in July 12, 2005. A description of this convertible debenture financing together with the financing documents are disclosed in the Current Report on Form 8-K filed July 15, 2005. We refer to this financing transaction in places throughout this proxy as the “financing”.
 
               In addition, you are also being asked to consider and vote upon a proposal to amend our Certificate of Incorporation to authorize 75 million shares of our common stock to be issued. Our current Certificate of Incorporation permits us to issue up to 10 million shares of common stock and 10 million shares of preferred stock. Approval of an increase in the number of shares of our common stock will be necessary to complete the acquisition since the acquisition contemplates the issuance of 11,666,667 shares of common stock. Regardless of whether or not the acquisition is completed, however, our Board of Directors believes that the benefits of providing it with the flexibility to issue shares without delay for any proper business purpose, including other potential acquisitions or as an alternative to an unsolicited business combination opposed by the Board, outweigh the possible disadvantages of dilution and that it is prudent and in the best interests of stockholders to provide the advantage of greater flexibility which will result from the such amendment. We refer to this proposal in places throughout this proxy as the “charter amendment”.
 
Why are we proposing the acquisition and seeking approval for the financing?
 
                We will continue to operate in the same manner following our acquisition of All American in the home heating oil and HVAC business. The Board and management of the Company believe that based upon the acquisition, we will be able to expand our distribution of home heating oil. We believe that the increased buying power resulting from the acquisition will result in our ability to negotiate more financially advantageous fuel purchase credit terms. Also we plan to utilize the All American truck stop locations as additional distribution centers to store fuel and house home heating oil delivery vehicles for the sale of its primary product. As part of the relationship established between us and All American, both companies purchase their fuel requirements primarily through TransMontaigne Product Services, Inc. In addition, both we and All American have created additional business relationships with TransMontaigne. In this regard, we have an operations subsidiary named PriceEnergy.com which has created a network of distributors with the assistance of TransMontaigne and All American to deliver fuel upon receiving orders through use of the internet.
 
                We plan with the assistance of All American, to continue to expand our third party dealer network to enable PriceEnergy.com to deliver home heating oil throughout the United States.
 
               As a result, we believe that the acquisition of All American will provide our stockholders with an opportunity to acquire, and participate in, a company with significant growth potential.
 
What vote is required to approve the financing and charter amendment?
 
               Approval of the financing and charter amendment requires the affirmative vote of a majority of the shares entitled to vote at the special meeting.

What vote is required in order to approve the acquisition proposal?
 
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               The approval of the acquisition of All American will require the vote of 66-2/3% of our outstanding voting common stock or two-thirds of the votes cast, in person or by proxy, at the special meeting, exclusive of shares of common stock held by All American.
 
Why are we seeking approval for the acquisition and the financing?
 
               As a result of being listed for trading on the Nasdaq Capital Market, issuances of our common stock are subject to the NASD Marketplace Rules, such as Rule 4350. For example, under Rule 4350(i)(1)(B) and 4350(i)(1)(D), respectively, stockholder approval must be sought when (a) the issuance or potential issuance will result in a change of control of the issuer or (b) in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by the issuer of common stock (or securities convertible into or exercisable common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock. Furthermore, under Rule 4350(i)(1)(C), stockholder approval must be sought in connection with an acquisition of the stock or assets of another company if any director, officer or substantial shareholder of the issuer has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common shares or voting power of 5% or more.
 
               Pursuant to the asset purchase agreement relating to the acquisition, we have agreed to issue shares of our common stock in consideration for substantially all of the assets of All American. The issuance of common stock to All American may result in a violation of the foregoing provisions of Rule 4350, absent stockholder approval for such issuance and the resulting acquisition. In addition, with respect to the financing, a total of 789,970 shares of our common stock may be issued assuming full conversion of all debentures and warrants issued in connection with the financing. On July 12, 2005, the date in which we entered into the documents relating to the financing, our closing price per share of our common stock was $17.90 (which was greater than the book value of our shares). The exercise price of debentures and warrants issued in connection with the financing is less than the closing price for our shares on July 12, 2005.
 
               The Company is subject to Section 203 of the Delaware General Corporation Law (“Section 203”), which restricts certain transactions and business combinations between a corporation and an “interested stockholder” for a period of three years from the date the stockholder becomes an interested stockholder. An “interested stockholder” is any entity (or related entities) which own 15% or more of a corporation’s outstanding voting stock. Subject to certain exceptions (which do not apply to the acquisition), unless the transaction is approved by the Board of Directors and the holders of at least 66-2/3% of the outstanding voting stock of the corporation (excluding shares held by any interested stockholder), Section 203 prohibits significant business transactions such as a merger with, disposition of assets to, or receipt of disproportionate financial benefits by the interested stockholder, or any other transaction that would increase the interested stockholder’s proportionate ownership of any class or series of a corporation’s stock.
 
               On December 15, 2004, Timothy Harrington, our CEO at that time, sold an aggregate of 1,007,300 shares of our common stock to All American. The purchase price for the sale was $7,500,000, of which $2,750,000 was paid in cash and All American issued promissory notes in the aggregate principal amount of $4,750,000 to Mr. Harrington. As a result of Mr. Harrington’s sale, All American became an “interested stockholder” for purposes of Section 203 as described above. Additional details regarding Mr. Harrington’s sale of his common stock to All American were described in the Current Report on Form 8-K filed with the SEC on December 21, 2004. In addition, as a result of the acquisition, we estimate that All American will own approximately 12.7 million shares of our common stock (out of a total of approximately 14.7 million issued and outstanding). Thus, approval under Section 203 is required by 66-2/3% of the stockholders of the company because All American’s common stock ownership of the company will increase from 32% as of the date hereof to approximately 85%. All of All American’s shares received in connection with the acquisition will be restricted shares and not subject to any registration requirement. In addition, approximately up to 2.5 million of the 11.67 million shares of restricted common stock All American will receive in the acquisition will be escrowed and may be cancelled in the event that holder of certain convertible debentures issued by All American elect to convert their respective debentures into shares of our common stock, thus reducing All American’s stock interest to approximately 68%. For additional information see “Recent Financing of All American” under the heading, “The Acquisition Proposal”.
 
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What will the name of the company be after the acquisition and financing?
 
               Following the completion of the acquisition, the combined company’s name will remain “Able Energy, Inc.”
 
What will I receive in the acquisition or the financing?
 
               Holders of our securities will continue to hold the Able Energy, Inc. securities they currently own, and will not receive any of the cash paid in connection with the acquisition or the financing. We are simply acquiring substantially all of the outstanding assets of All American and obtaining certain financing for working capital purposes. All American will receive all of our shares of common stock being issued by us in the acquisition.
 
Who will manage us upon completion of the acquisition of All American?
 
               Upon completion of the acquisition, we will be managed by the following persons: Gregory D. Frost will be our Chief Executive Officer and Chairman; Christopher P. Westad will be our interim Chief Financial Officer and President; and Richard Mitstifer will become a director of our company and be also the Executive Vice President of our new All American Division or subsidiary.
 
               The financing itself will not result in any changes to our management or Board of Directors other than as stated herein.
 
How are you paying for the acquisition?
 
               At the closing, we will issue to All American 11,666,667 restricted shares of our common stock at $3.00 per share for an aggregate purchase price of $35,000,000. The pricing for this transaction was determined by taking the average of a 20 consecutive day closing price of a share of our common stock in February 2005. The closing price of our common stock on June 30, 2006 was $5.69 per share and the market value of the shares to be issued to All American, at the close of business on June 30, 2006, was approximately $66.38 million. The value of the shares of our common stock to be issued to All American will be subject to change with the fluctuation of the trading price of our common stock on the Nasdaq Capital Market. 
              
    The issuance will result in All American owning approximately 85% of our outstanding common stock on a post-issuance basis. Note, however, that All American has agreed to escrow up to 2.5 million shares and that one share of such escrowed common stock will be cancelled for each share of common stock which is issued pursuant to our assumption of certain All American convertible debentures. We do not intend to modify the number of shares to be issued to All American based on changes to the price of our common stock. The number of shares of our common stock to be issued to All American reflects our Board's and All American's determination of the relative long-term worth of Able Energy after the acquisition of All American's assets, which long term worth may not be reflected, or which may be inappropriately adjusted by, fluctuations in our stock price. Additionally, fluctuations in our stock price may reflect factors that are independent of the respective valuations of All American and Able Energy upon which the acquisition consideration is based.
 
What happens if the acquisition or the financing is not approved?
 
               If the acquisition is not approved, then we will not be able to consummate the acquisition upon the terms currently contemplated by the asset purchase agreement. We may attempt to renegotiate the terms of the acquisition and seek stockholder approval at a later date.
 
               If the financing is not approved, then we may restructure the financing or rescind the financing and return all funds to the current debenture and warrant holders.
 
When do you expect the acquisition and the financing to be completed?
 
               It is currently anticipated that the acquisition will be completed promptly following our special meeting of stockholders on August 29, 2006. The financing transaction has been completed, subject to approval of our stockholders.
 
If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?
 
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               Yes. After carefully reading and considering the information contained in this proxy statement, please complete and sign your proxy card. Then return the enclosed proxy card in the return envelope provided herewith as soon as possible, so that your shares may be represented at the special meeting.
 
What will happen if I abstain from voting or fail to vote?
 
               Abstentions are treated as shares present or represented and entitled to vote at the special meeting and will have the same effect as a vote against the acquisition or financing proposals. Broker non-votes are not deemed to be present and represented and are not entitled to vote, and therefore will have no effect on the outcome of the proposal.
 
What do I do if I want to change my vote?
 
               If you wish to change your vote, please send a later-dated, signed proxy card to Gregory D. Frost at Able Energy, Inc. prior to the date of the special meeting or attend the special meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Gregory D. Frost at the address of our corporate headquarters.
 
If my shares are held in “street name” by my broker, will my broker vote my shares for me?
 
               No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions provided by your broker.
 
Do I need to turn in my old certificates?
 
               No. If you hold your securities in certificate form, as opposed to holding them through your broker, you do not need to exchange them for new certificates. Your current certificates will represent your rights in Able Energy, Inc.
 
Who can help answer my questions?
 
               If you have questions about the acquisition, you may write or call Able Energy, Inc., 198 Green Pond Road, Rockaway, New Jersey 07866, (973) 625-1012, Attention: Gregory D. Frost or Christopher Westad.
 
SUMMARY
 
               This summary discusses the material items of the acquisition proposal and the financing, which are also described elsewhere in this proxy statement. You should carefully read this entire proxy statement and the other documents to which this proxy statement refers you. See “Where You Can Find More Information.”
 
Acquisition of All American
 
All American Plazas, Inc.
 
               All American, which is headquartered in Myerstown, Pennsylvania, is in the business of owning, operating and developing truck stops. Its operations include, but are not limited to, the ancillary merchandising of rights, products, and other goods and services. All American operates 11 multi-service truck stops in the United States that sell diesel fuel and related services to approximately 5,000 trucking accounts and other independent consumers. Its operations are located at primary interchanges servicing major truck routes in the northeast region of the United States, and its facilities, known as “All American Plazas,” offer a broad range of products, services, and amenities, including diesel fuel, gasoline, home-style restaurants, truck washes, truck preventive maintenance centers, and retail merchandise stores that market primarily to professional truck drivers and other highway motorists.
 
The Acquisition
 
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               The asset purchase agreement provides for the acquisition by us of substantially all of All American’s assets. We will assume all of All American’s liabilities, except for its mortgage debt liabilities. The asset purchase agreement has an effective date of June 16, 2005. We will enter into a number of leases with All American for each of its 11 multi-service truck stops. All America intends that the rental payments under such leases be used to service All American’s debt obligation on its properties. We will issue 11,666,667 restricted shares of our common stock, par value $.001 per share, at $3.00 per share to purchase the All American business an aggregate purchase price of $35,000,000. The closing price of our common stock on June 30, 2006 was $5.69 per share and the market value of the shares to be issued to All American, at the close of business on June 30, 2006, was approximately $66.38 million. The value of the shares of our common stock to be issued to All American will be subject to change with the fluctuation of the trading price of our common stock on the Nasdaq Capital Market. All American has agreed to escrow up to 2.5 million (but not less than 1.67 million) shares of common stock which will be cancelled on a share for share basis for each share of common stock which we issue in connection with certain convertible debenture obligations which we will assume. We do not intend to modify the number of shares to be issued to All American based on changes to the price of our common stock. The number of shares of our common stock to be issued to All American reflects our Board's and All American's determination of the relative long-term worth of Able Energy after the acquisition of All American's assets, which long term worth may not be reflected, or which may be inappropriately adjusted by, fluctuations in our stock price. Additionally, fluctuations in our stock price may reflect factors that are independent of the respective valuations of All American and Able Energy upon which the acquisition consideration is based.
 
               All American and we plan to complete the acquisition promptly after the special meeting, provided that:
 
 
        •
our stockholders have approved the asset purchase agreement; and
 
 
        •
the other conditions specified in the asset purchase agreement have been satisfied or waived.
 
               The asset purchase agreement is included as Annex A to this proxy statement. We encourage you to read the asset purchase agreement in its entirety. See “Asset Purchase Agreement.”
 
The Financing
 
               Pursuant to the terms of the Securities Purchase Agreement dated as of July 12, 2005 (the “SPA”) among us and the various purchaser parties named therein, the purchasers purchased debentures in the aggregate amount of $2.5 Million Dollars evidenced by a Variable Rate Convertible Debenture also dated July 12, 2005 (the “Debentures”). The Debentures are scheduled to be repaid within two years from the date of issuance, subject to the occurrence of an event of default, with interest payable at the rate per annum equal to the LIBOR for the applicable interest period, plus 4% payable on a quarterly basis on April 1st, July 1st, October 1st and January 1st, beginning on the first such date after the date of issuance of the Debentures. The Debentures may be converted at the option of the various purchasers into shares of our common stock at a conversion price of $6.50 per share. In addition, the purchasers shall have the right to receive five (5) year warrants to purchase 192,308 of common stock at an exercise price of $7.15 per share. Pursuant to the SPA, we shall also have an optional redemption right (which right shall be mandatory upon the occurrence of an event of default) to repurchase all of the Debentures for 125% of the face amount of the Debentures plus all accrued and outstanding interest and expenses, as well as a right to repurchase all of the Debentures in the event of the consummation of a new financing in which we sell securities at a purchase price that is below the conversion price of $6.50 per share. The conversion price for the Debentures may be adjusted for various customary events effecting the capitalization of the Company such as stock splits.
 
               On November 16, 2005, certain rights of the Purchasers to make additional investments in us were removed and replaced with warrants to purchase our common stock. Under the terms of such November 16, 2005 amendment, up to 5,250,000 shares of common stock may be obtained by the Purchasers upon the exercise of such warrants. Such warrants have an exercise price of $7.50 per share.
 
               Pursuant to the Registration Rights Agreement among the parties, the Purchasers shall have demand registration rights with respect to all shares of our common stock obtained by them through the conversion of the Debentures, and we filed an effective Registration Statement on Form S-1/A on December 20, 2005 registering the resale of such common stock obtain upon conversion of such debentures and a portion of the warrants described above.
 
               The proceeds of the July 12, 2005 financing were used for working capital purposes and to make a loan to All American Plazas, Inc. On July 27, 2005, the Company made a loan in the amount of $1,730,000 to All American. All American executed and delivered a Promissory Note for the full amount of the loan in favor of our company. Under the terms of the Promissory Note, the outstanding principal of the loan bears interest at the rate of 3.5% per annum. The maturity date of the Promissory Note has been extended to March 30, 2006 which has since been further extended to the earlier of either the closing of the acquisition or the closing of a financing transaction relating to the conveyance of All American’s real estate assets to the Company.
 
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               The documents relating to the financing are attached as exhibits to the Current Reports on Form 8-K, filed July 15, 2005 and November 18, 2005 with the SEC. We recommend that you review these documents.

The Charter Amendment
 
               Our Certificate of Incorporation, as amended, currently authorizes the issuance of up to 20,000,000 shares of stock of which the total number of shares of common stock that are authorized to be issued is 10,000,000. Our Board has approved, subject to stockholder approval, an amendment to our charter to increase the number of authorized shares of stock to 85,000,000, of which the total number of shares of common stock that are authorized to be issued is 75,000,000. The additional authorized shares of common stock, if and when issued, would have the same rights and privileges as the shares of common stock previously authorized. A copy of the proposed amendment to our charter is attached to this proxy statement as Annex C.
 
               As of August 1, 2006, there were 3,128,923 shares of our common stock outstanding.
 
               In the event that the acquisition is approved by the appropriate vote of the stockholders, additional shares of our common stock will be issued to All American as described in this proxy statement. The additional shares of common stock authorized by the charter amendment could also be issued at the direction of our Board from time to time for any proper corporate purpose, including, without limitation, the acquisition of other businesses, the raising of additional capital for use in the Company’s business, and a split of or dividend on then outstanding shares or in connection with any employee stock plan or program. The holders of shares of common stock do not presently have preemptive rights to subscribe for any of our securities, and holders of common stock will not have any such rights to subscribe for the additional common stock proposed to be authorized. Any future issuances of authorized shares of common stock may be authorized by the Board without further action by the stockholders.
 
               Although our Board will issue common stock only when required or when the Board considers such issuance to be in our best interests, the issuance of additional common stock may, among other things, have a dilutive effect on the earnings per share (if any) and on the equity and voting rights of stockholders. Furthermore, since Delaware law requires the vote of a majority of shares of each class of stock in order to approve certain mergers and reorganizations, the proposed amendment could permit the Board to issue shares to persons supportive of management’s position. Such persons might then be in a position to vote to prevent a proposed business combination that is deemed unacceptable to the Board, although perceived to be desirable by some stockholders, including, potentially, a majority of stockholders. This could provide management with a means to block any majority vote which might be necessary to effect a business combination in accordance with applicable law, and could enhance the ability of our Directors to retain their positions. Additionally, the presence of such additional authorized but unissued shares of Common Stock could discourage unsolicited business combination transactions that might otherwise be desirable to stockholders.
 
               Except for (i) shares which may be issued in connection with the acquisition, (ii) shares of common stock reserved for issuance under our stock option plans, (iii) shares of common stock which we would be required to issue upon the exercise of outstanding warrants (including warrants in connection with the financing, if approved by the stockholders) and (iv) shares of common stock that may be issuable upon the conversion of senior notes for which the Company has issued a notice under SEC Rule 135c on March 24, 2006, the Board has no current plans to issue additional shares of common stock. However, our Board believes that the benefits of providing it with the flexibility to issue shares without delay for any proper business purpose, including as an alternative to an unsolicited business combination opposed by the Board, outweigh the possible disadvantages of dilution and discouraging unsolicited business combination proposals and that it is prudent and in the best interests of stockholders to provide the advantage of greater flexibility which will result from the charter amendment. The issuance of the shares of common stock upon the conversion of the senior notes is expected to be subject to stockholder approval under Nasdaq Marketplace Rules. 
 
               Accordingly, the Board has voted unanimously  “FOR” the adoption of the Charter Amendment and has submitted this proposal to you for consideration and vote.
 
Special Meeting of Our Stockholders
 
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               Date, time and place. The special meeting of our stockholders will be held at 10:00 a.m., eastern time, on August 29, 2006, at Able Energy, Inc., 1140 6th Avenue, Suite 1801, New York, NY to vote on the proposal to approve the acquisition proposal.
 
Approval of All American’s Stockholders
 
               All American will concurrently solicit the approval of its shareholders to consummate the transactions contemplated in the Asset Purchase Agreement.
 
Voting Power; Record Date
 
               You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of our common stock as of the close of business on August 1, 2006, which is the record date for the special meeting. You will have one vote for each share of common stock you owned at the close of business on the record date.
 
Vote Required to Approve the Acquisition Proposal and the Financing
 
               The approval of the issuance of our common stock which will result in the acquisition of the All American assets will require the affirmative vote of at two-thirds of the eligible votes cast, in person or by proxy, at the special meeting of those stockholders. All American currently owns approximately 32% of our common stock which, according to Section 203 of the Delaware General Corporation Law, a company which owns greater than 15% of a company is an “interested stockholder”. For the purposes of the acquisition, All American is an “interested stockholder” and, hence, ineligible to vote in favor of the acquisition.
 
               The approval or ratification by the stockholders of the financing relating to our issuance of certain debentures and warrants will require the affirmative vote of a majority of the votes cast, in person or by proxy, at the special meeting of the stockholders.
 
Appraisal or Dissenters Rights
 
               No appraisal rights are available under the Delaware General Corporation Law for our stockholders in connection with the acquisition proposal.
 
Proxies
 
               Proxies may be solicited by mail, telephone or in person.
 
               If you grant a proxy, you may still vote your shares in person if you revoke your proxy before the special meeting.
 
Costs of Solicitation of Proxies
 
               The cost of soliciting proxies, including expenses in connection with preparing and mailing this proxy statement, will be borne by us. In addition, we will reimburse brokerage firms and other persons representing beneficial owners of our common stock for their expenses in forwarding proxy material to such beneficial owners. Solicitation of proxies by mail may be supplemented by telephone, telegram, telex and personal solicitation by our directors, officers or employees. No additional compensation will be paid for such solicitation.
 
               This proxy statement and the accompanying proxy are being mailed on or about August 7, 2006 to all stockholders entitled to notice of, and to vote at, the special meeting.
 
Stock Ownership
 
                Of the 3,128,923 outstanding shares of our common stock, our officers and directors, who directly own an aggregate of approximately 1.0% of our outstanding shares of common stock, have agreed to vote such shares in favor of the acquisition proposal.
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Our Board of Directors’ Recommendation
 
               After careful consideration, our board of directors has determined unanimously that both the acquisition proposal and the financing are fair to, and in the best interests of our stockholders.
 
               In reaching its decision relating to the acquisition, the board considered the opinion of Ehrenkrantz King Nussbaum Inc., that, as of the date of its opinion, and based on conditions that existed as of that date, upon and subject to the considerations described in its opinion and based upon such other matters as Ehrenkrantz King Nussbaum Inc. considered relevant, the consideration to be provided by us in connection with the All American acquisition is fair to our current stockholders from a financial point of view. See “Fairness Opinion.”
 
               With respect to the financing, our board also considered two alternative proposals regarding similar financing which were offered by other parties and accessed the Company’s ability to service such debt or convert such debt into equity and determined after consideration in several meetings that the terms of the financing were the most favorable terms to the Company.
 
               Our board also considered certain operational difficulties which may arise from the acquisition. For example, our current business does not involve the operation or management of trucking plazas, so significant administrative expenses may be incurred to integrate the operating businesses of the combined companies. In addition, our current business is cyclical in nature (cold weather months are historically the peak business months for the home heating oil business), whereas the truck plaza operation and management business is year-around, and therefore integration of the two businesses may require a period of administrative and managerial adjustment for a year-around operation. We currently offer one primary product in a largely discrete geographic market, while All American operates over a more widespread geographic region and offers various product lines. Hence, additional administrative costs may be required to expand our business in order to take full advantage of higher distribution volume offered by the acquisition. After consideration of these factors, our board determined that the advantages offered by the acquisition were greater than one-time or short-term transition expenses.
 
               Accordingly, our board has unanimously approved and declared advisable the acquisition and unanimously recommends that you vote or instruct your vote to be cast “FOR” the approval of the acquisition proposal.
 
Interests of Our Directors and Officers in the Acquisition or Financing
 
               When you consider the recommendation of our board of directors that you vote in favor of adoption of the acquisition proposal, you should keep in mind that certain of our directors and officers have interests in the acquisition that are different from, or additional to, your interest as a stockholder.
 
               Frank Nocito, our Vice President, Business Development, has an interest in All American. Since 2004, Mr. Nocito has been Vice President of All American. In 2003, Mr. Nocito, as Vice President of All American Industries Corp., a nominee holding company created for purposes of such acquisition, acquired all of the issued and outstanding stock of All American. In 2004, Mr. Nocito and his wife, Sharon Chelednik, created, for the benefit of their family members, including seven children, the Chelednik Family Trust, and all the issued and outstanding stock of All American was transferred to this Trust. In addition, pursuant to an agreement between Gregory Frost, our CEO and Chairman, and this Trust, Mr. Frost, through Crystal Heights, LLC, an entity controlled by Mr. Frost, is also the beneficial holder of 15.05% of the outstanding common stock of All American. Mr. Frost and Jonathan Austern are co-trustees of the Chelednik Family Trust.
 
               It is anticipated that our current board of directors will remain on the board following the acquisition. In addition, Richard A. Mitstifer, who is currently the President of All American, will join of our board of directors after the acquisition, and become an officer of the Company i.e. Executive Vice President of the new All American division or subsidiary, and Christopher Westad will be our President.
 
Interests of Directors and Officers of All American in the Acquisition or Financing
 
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               You should understand that some of the current directors and officers of All American have interests in the acquisition that are different from, or in addition to, your interest as a stockholder. In particular, Richard A. Mitstifer, who is currently the President of All American, will become our Executive Vice President of our All American division or subsidiary. Gregory D. Frost, our CEO, currently holds a 15% interest in All American. Also, Sharon Chelednik, All American’s Vice Chairman of the board of directors, could be deemed to be a majority shareholder of All American through the Chelednik Family Trust, so it is possible that potential conflicts of interest may arise with respect to her obligations as both a director and shareholder of All American. Note, however, that in response to certain regulatory questions relating to the acquisition, both All American and the Chelednik Family Trust have agreed to a voting lock-up of any shares they receive in the acquisition with respect to any matters relating to Board membership until such time as All American and the Chelednik Family Trust no longer hold a majority of our issued and outstanding shares of common stock.
 
Conditions to the Completion of the Acquisition
 
               The obligations of All American and us to complete the acquisition are subject to the satisfaction or waiver of specified conditions before completion of the acquisition, including the following:
 
               Conditions to our obligations:
 
 
 
 
   •
receipt of stockholder approval from our stockholders;
 
 
 
 
   •
the accuracy of the representations and warranties made by All American in the asset purchase agreement as of the closing date and the absence of material adverse changes to the assets, liabilities, business, finances or operations of All American prior to the closing;
 
 
 
 
   •
the performance of and compliance with all of the covenants made, and obligations to be performed, by All American pursuant to the asset purchase agreement at or prior to the closing, including the delivery of certain required documents;
 
 
 
 
   •
the requisite third-party consents shall have been obtained; and
 
 
 
 
   •
the absence of claims by third parties regarding the ownership of a material portion of the assets being acquired (other than as disclosed in the asset purchase agreement) or the entitlement to a portion of the purchase price.
 
               Conditions to the obligations of All American:
 
               The obligation of All American to complete the acquisition is further subject to the following conditions:
 
 
 
 
   •
the accuracy of the representations and warranties made by us in the asset purchase agreement as of the closing date and the absence of material adverse changes to our assets, liabilities, business, finances or operations taken as a whole prior to the closing;
 
 
 
 
   •
receipt of stockholder approval from All American’s shareholders;
 
 
 
 
   •
the performance of and compliance with all of the covenants made, and obligations to be performed, by us pursuant to the asset purchase agreement at or prior to the closing, including the delivery of certain required documents;
 
 
 
 
   •
the requisite third-party consents shall have been obtained; and
 
 
 
 
   •
the absence of any injunction or other order that prohibits the sale of a material portion of the assets being acquired by us.
 
Termination, Amendment and Waiver
 
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               The asset purchase agreement may be terminated at any time prior to the completion of the acquisition, whether before or after receipt of the approval of our stockholders, by mutual written consent of us and All American.
 
               In addition, either All American or we may terminate the asset purchase agreement if:
 
 
 
 
   •
a material breach of any representation, warranty or obligation contained in the asset purchase agreement exists that may not be cured within 30 days written notice of such breach; or
 
 
 
 
   •
any condition contained in the asset purchase agreement has not been fulfilled.
 
               If permitted under applicable law, either All American or we may waive conditions for our own respective benefit and consummate the acquisition even though one or more of these conditions have not been met. We cannot assure you that all of the conditions will be satisfied or waived or that the acquisition will occur. In the event we waive a material condition to the closing on the part of All American’s obligations, we will amend the proxy statement accordingly and resolicit proxies under such amended proxy statement.
 
Regulatory Matters
 
               The acquisition and the transactions contemplated by the asset purchase agreement are not subject to any federal or state regulatory requirement or approval.
 
SELECTED FINANCIAL INFORMATION
 
               We are providing the following financial information to assist you in your analysis of the financial aspects of the acquisition. The All American historical information is derived from the audited financial statements of All American as of and for each of the years ended September 30, 2005, 2004, 2003, 2002 and 2001and its unaudited financial statements for the six month period ended March 31, 2006. Our historical information is derived from our unaudited financial statements for the nine month period ended March 31, 2006 and our audited financial statements as of June 30, 2005, 2004, 2003, 2002 and 2001. The information is only a summary and should be read in conjunction with each company's historical consolidated financial statements and related notes contained elsewhere herein. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of either All American or us.
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Able Energy Inc. and Subsidiaries
 
For the fiscal year ended June 30,
Results from Continuing Operations
Nine Month
Period Ended
March 31, 2006
2005
2004
2003
2002
2001
Net Sales
$61,736,954  
$61,964,825
$42,882,327
$43,409,488
$24,851,039  
$18,189,597
Operating Income
(1,812,990)
(1,142,598)
(1,971,745)
328,463
(1,852,533)
(717,763)
Income (loss) from continuing operations
(4,763,555)
(2,110,257)
(2,700,102)
53,322
(1,947,539)
(725,223)
Depreciation and Amortization
974,457
1,183,144
1,152,906
1,070,046
1,027,144  
1,183,144
Income (loss) per share
(1.76)
(.99)
(1.34)
.03
(.97)
(.36)
Book Value per share
1.59  
0.84  
1.69  
  1.73
1.62 
2.38 
Weighted Average Number of Shares Outstanding - Basic
2,700,748  
2,140,813
2,013,250
2,012,708
2,001,332
2,140,813
 
As of the year ended June 30,
Balance Sheet Data
As of
December 31, 2005
2005
2004
2003
2002
2001
Total Assets
$15,523,171
$12,754,560
$12,443,695
$12,612,582
$10,477,891
$11,756,530
Long Term Obligations
3,927,360
4,146,095
3,724,691
3,616,461
1,657,071
1,828,401
Total Stockholders Equity
4,883,846
2,058,115
3,398,051
3,487,292
3,261,140
4,758,932

1. The results of operation data for the years ended June 30, 2003 and June 30, 2002 have been adjusted to reflect the discontinued operations of Able Propane, LLC. For further information regarding this adjustment, see Note 23 to the financial statements contained in our Annual Report on Form 10-K for the year ended June 30, 2004, filed by us with the SEC on September 28, 2004.

2. Due to the Company changing its fiscal year during 2001, the results of operation for the year ended June 30, 2001 in the above table are for the period January 1, 2001 to June 30, 2001.

3. We have never paid a cash dividend on our common stock. It is the current policy of our Board of Directors to retain any earnings to finance the operations and expansion of our business. The payment of dividends in the future will depend upon our earnings, financial condition and capital needs and on other factors deemed pertinent by the Board of Directors.

ALL AMERICAN HISTORICAL FINANCIAL INFORMATION



 
All American Plazas, Inc. and Subsidiaries
 
For the fiscal year ended September 30,
Results from Continuing Operations
Six Month
Period Ended
March
31, 2006
2005
2004
2003
2002
2001
Net Sales
$84,080,246
$149,625,495
$131,017,165
$124,395,490
$117,869,866
$137,265,691
Operating Income
(1,721,737)
357,450
509,673
(408,666)
456,874
(301,093)
Income (loss) from continuing operations
(2,601,330)
(1,506,491)
53,705
(901,266)
(319,783)
753,649
Depreciation and Amortization
1,610,575
2,105,489
1,825,940
1,752,533
1,734,589
1,748,446
Income (loss) per share
 (99.61)
(57.68) 2.06  (34.51) (12.24) 28.86
Book Value per share
82.06
181.66  430.79  187.45  221.77  236.02 
Weighted Average Number of Shares Outstanding - Basic
26,117
26,117
26,117
26,117
26,117
26,117
 
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As of the year ended September 30,
Balance Sheet Data
As of
March 31, 2006
2005
2004
2003
2002
2001
Total Assets
$72,842,013
$62,249,073
$40,327,763
$26,826,123
$27,525,997
$30,719,056
Long Term Obligations
6,796,641
13,201,188
14,005,637
14,171,591
15,044,437
17,925,627
Total Stockholders Equity
  2,143,156
4,744,486
11,250,977
4,895,755
5,797,021
6,164,224


SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Set forth below is selected pro forma financial information for the year ended June 30, 2005 and the six month period ended December 31, 2005, which reflects our acquisition of the assets of All American. The information presented below reflects the purchase method of accounting and is intended to provide you with a better picture of what our businesses might have looked like had we actually completed the acquisition of the assets of All American. The combined financial information may have been different had the companies actually been combined. The selected unaudited pro forma combined financial information does not reflect the effect of asset dispositions, if any, or cost savings that may result from the acquisition. You should not rely on the selected unaudited pro forma combined financial information as being indicative of the historical results that would have occurred had we completed the acquisition or the future results that may be achieved after the acquisition of All American’s assets. The following selected unaudited pro forma combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes thereto included in Annex E of this proxy statement.
 
On January 30, 2006, AAP and Able entered into a letter agreement regarding Voting and Lock-up Arrangements in order to clarify that AAP is the target company under the Asset Purchase Agreement. Under such Voting and Lock-up Arrangements, AAP agreed not to directly or indirectly vote any of its shares following the acquisition in favor of any change of any director on the Board of Able.  The Voting and Lock-up Arrangements are effective until AAP no longer owns a majority of shares of Able.  Because of this lock-up arrangement which limits the right to AAP to replace the Able Board, AAP is deemed to be the target in the acquisition.  The letter agreement regarding Voting and Lock-up Arrangements is filed with the preliminary proxy statement under Annex A.
 
Able Energy and All American Plazas, Inc. - Pro Forma Consolidated
 
Results from Continuing Operations
For the fiscal year
Ended June 30, 2005
For the Nine Month Period
Ended March 31, 2006
Net Sales
$211,290,320
$188,199,255
Operating Income
$(6,459,328)
$(8,212,405)
Income (loss) from continuing operations
$(6,251,421)
$(10,971,357)
Depreciation and Amortization
$5,183,144
$3,974,457
Income (loss) per share
$(0.45)
$(0.78)
Weighted Average Number of Shares Outstanding - Basic
13,807,480
14,367,415
Book Value per share
$2.68
$2.98
Balance Sheet Data
As of June 30, 2005
As of March 31, 2006
Total Assets
$61,593,333
$64,212,746
Long Term Obligations
$1,239,458
$4,155,939
Total Stockholders Equity
$37,058,115
$42,833,846
 
RISK FACTORS
 
 
               You should carefully consider the following risk factors, together with all of the other information included in the statement, before you decide whether to vote or instruct your vote to be cast to adopt the acquisition proposal. Unless expressly stated otherwise, these risk factors assume the consummation of the transactions contemplated by the acquisition and the ratification by the stockholders of the financing (July 2005 sale of Debentures by us). Unless otherwise indicated in the context, all references in this section (Risk Factors) and this section alone to “us”, “we”, “our” be deemed to reflect conditions existing following the proposed acquisition.
 
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Limited Operating History; Management of Growth; Substantial Long-Term Debt
 
               Able Energy, Inc. was incorporated in March 1997 to act as a holding company for its operating subsidiaries. Our remaining subsidiaries have limited operating histories upon which evaluation of their prospects can be made. Although All American has been in business as an owner and/or operator of trucking stops for over 20 years, we are purchasing the assets of All American and its operating business and there are no guarantees that current management or employees will agree to continue their respective employment with us. Furthermore, there can be no assurance that the subsidiaries, other than Able Oil, will generate substantial revenues or attain profitable operations.
 
               Our growth has required, and will continue to require, increased investment in management personnel, financial and management systems and controls and facilities. Our past expansion has placed, and any future expansion would place, significant demands on our administrative, operational, financial and other resources. We intend to continue to expand its business and operations, including entry into new markets, that will place additional strain on our management and operations. Our future operating results will depend, in part, on its ability to continue to broaden our senior management group and administrative infrastructure, and its ability to attract, hire and retain skilled employees. Our success will also depend on the ability of our officers and key employees to continue to implement and improve our operational and financial control systems and to expand, train and manage its employee base. In addition, our future operating results will depend on our ability to expand its sales and marketing capabilities and expand its customer support operations commensurate with its growth, should such growth occur. If our revenues do not increase in proportion to its operating expenses, our management systems do not expand to meet increasing demands, we fail to attract, assimilate and retain qualified personnel, or our management otherwise fails to manage our expansion effectively, there would be a material adverse effect on our business, financial condition and operating results. As of June 30, 2006, we had long term liabilities of $3,194,275 and All American had long term liabilities of $6,796,641 (which mortgage excludes debt obligations not being assumed by us). Our ability to satisfy such obligations will depend on our future operating performance, which will be affected by, among other things, prevailing economic conditions and financial, business and other factors, many of which are beyond our control. There can be no assurance that we will be able to service its indebtedness. If we are unable to service its indebtedness, it will be forced to examine alternative strategies that may include actions such as reducing or delaying capital expenditures, restructuring or refinancing its indebtedness, or the sale of assets or seeking additional equity and/or debt financing. There can be no assurance that any of these strategies could be effected on satisfactory terms, if at all.

Seasonal Factors
 
                Following the acquisition, substantially all of our revenues and income will be derived from the home heating oil business and the truck stop business. Our home heating oil business is seasonal and is and will remain following the acquisition a material portion of our business. A substantial portion of the home heating oil business is conducted during the fall and winter months. Weather patterns during the winter months can have a material adverse impact on our revenues. Although temperature levels for the heating season have been relatively stable over time, variations can occur from time to time, and warmer than normal winter weather will adversely affect the results of the Company's fuel oil operations.

        Approximately 65% of our revenues from our home heating oil business are earned and received from October through March. During the spring and summer months, revenues from the sale of diesel and gasoline fuels increase due to the increased use of automobiles and construction apparatus.
 
               This seasonality will be less pronounced following the acquisition than prior to the acquisition, but our revenues from the home heating oil business is still expected to constitute 25-33% of the total revenues of the post-acquisition company. Thus, our company will still be affected by seasonality issues.
 
Fuel Pricing and the Effect on Profitability
 
               Disruption of fuel supply and fuel pricing would adversely affect our profitability. For instance sharp increases in fuel prices at truck stops historically tend to lead to a temporary decline in fuel margins. Similarly, increases in the pricing for home heating oil will also adversely affect our profit margins associated with our home heating oil business since we may not be able to pass on our proportional increases to our home heating oil customers. Fuel prices have risen sharply recently and may continue to rise.
 
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               Other factors which may have a significant effect on fuel prices include: natural disasters, particularly those which have devastated the Gulf Coast (areas that are major producers, distributors or refiners of petroleum-based products); major global conflicts, especially those involving the U.S. and/or oil producing countries, strikes or political conflict in oil producing countries.
 
               In the future, interruptions in the world fuel markets may cause shortages in, or total curtailment of, fuel supplies. Moreover, a substantial portion of the oil refining capacity in the United States is controlled by major oil companies. These companies, for various reasons (for e.g. new standards imposed by EPA) could in the future decide to limit the amount of fuel sold to independent operators such as us. Any material decrease in the volume of fuel sold for any extended period of time could have a material adverse effect on the results of operations. Similarly, an extended period of instability in the price of fuel could adversely affect our results.
 
               In addition, fuel supply could also impact upon our other operations, including our restaurant and non-fuel operations. Therefore any significant reductions in fuel supplies or fuel volume would materially affect our results.

Growth Dependent Upon Unspecified Acquisitions
 
               Our growth strategy includes the acquisition of existing fuel distributors and truck stops. There can be no assurance that we will be able to identify new acquisition candidates or, even if a candidate is identified, that we will have access to the capital necessary to consummate such acquisitions. Furthermore, the acquisition of additional companies involves a number of additional risks. These risks include the diversion of management's attention from our operations, possible difficulties with the assimilation of personnel and operations of acquired companies, the amortization of acquired intangible assets, and the potential loss of key employees of acquired companies. The future success of our business will depend upon our ability to manage its growth through acquisitions.

Government Regulation
 
               Federal, state and local laws, particularly laws relating to the protection of the environment and worker safety, can materially affect our operations. The transportation of fuel oil, diesel fuel, propane and gasoline is subject to regulation by various federal, state and local agencies, including the U.S. Department of Transportation ("DOT"). These regulatory authorities have broad powers and we are subject to regulatory and legislative changes that can affect the economies of the industry by requiring changes in operating practices or influencing demand for, and the cost of providing, its services. Additionally, we are subject to random DOT inspections. Any material violation of DOT rules or the Hazardous Materials Transportation Act may result in citations and/or fines on us. In addition, we depend on the supply of petroleum products from the oil and gas industry and, therefore, we may be affected by changing taxes, price controls and other laws and regulations relating to the oil and gas industry generally. We cannot determine the extent to which 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 us to liability for the conduct or conditions caused by others. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Certain environmental laws provide for joint and several liabilities for remediation of spills and releases of hazardous substances. In addition, companies may be subject to claims alleging personal injury or property damages as a result of alleged exposure to hazardous substances, as well as damage to natural resources.

Potential Environmental Liability

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               Our fuel distribution and truck stop operations are subject to all of the operating hazards and risks that are normally incidental to handling, storing, transporting and delivering fuel oils, gasoline, diesel and propane, which are classified as hazardous materials. We face potential liability for, among other things, fuel spills, gas leaks and negligence in performing environmental clean-ups for our customers. Specifically, we maintain fuel storage facilities on sites owned or leased by us, and could incur significant liability to third parties or governmental entities for damages, clean-up costs and/or penalties in the event of certain discharges into the environment. Such liability can be extreme and could have a material adverse effect on our financial condition or results of operations. Although we believe that it is in compliance with existing laws and regulations, there can be no assurance that substantial costs for compliance will not be incurred in the future. Any substantial violations of these rules and regulations could have an adverse affect upon our operations. Moreover, it is possible that other developments, such as more stringent environmental laws, regulations and enforcement policies thereunder, could result in additional, presently unquantifiable, costs or liabilities to us.

Litigation
 
               We are not currently involved in any legal proceeding that is likely to have a material adverse effect on our results of operations or our financial condition. From time to time, we may become a party to litigation incidental to its business. There can be no assurance that any financial legal proceedings will not have a material adverse affect on us.

No Assurance of Adequate Insurance Protection
 
      We maintain insurance policies in such amounts and with coverage and deductibles as our management believes are reasonable and prudent. If we complete the acquisition of the assets of All American, our management will have to increase the amount of insurance to cover such assets. There can be no assurance, however, that such insurance will be adequate to protect us 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 us at adequate levels or will be available at economic prices.
 
 
Trademarks and Service Marks
 
               We believe that our trademarks and service marks, including those of All American that we are acquiring, have significant value and are important to the marketing of our fuel distribution and truck stop products and services. There can be no assurance, however, that our proprietary marks do not or will not violate the proprietary rights of others, that our marks would be upheld if challenged or that we would not be prevented from using its marks, any of which could have an adverse effect on us and our results of operations. In addition, there can be no assurance that we will have the financial resources necessary to enforce or defend our trademarks and service marks, including those of All American that we are acquiring, against infringement.

Competition from Alternative Energy Sources (for Home Heating Oil Segment)
 
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               Our retail home heating business competes for customers with suppliers of alternate energy products, principally natural gas and electricity. Every year, a small percentage of our oil customers convert to other home heating sources, primarily natural gas. In addition, we may lose additional customers due to conversions during periods in which the cost of its services exceeds the cost of alternative energy sources.

Concentration of Wholesale Suppliers for Home Heating Oil
 
               We have three supply contracts for the purchase of Number 2 Heating Oil, representing 10% of our annual heating fuel purchases. We purchase its remaining fuel supplies on the spot market. We satisfy our inventory requirements with seven different suppliers, the majority of which have significant domestic fuel sources, and many of which have been suppliers to us for over 5 years. Our current suppliers are Conectiv Oil Corporation, Sprague Energy, Petrocom Energy Group Ltd., Gulf-Catamont, Velero, Rio, TransMontaigne Inc., Center Marketing, Inc. and Sun Co., Inc. (R&M). We monitor the market each day and determines when to purchase its oil inventory and from whom.
 
               Three of these suppliers (Conectiv Energy, Petrocom Energy and Rio Energy) provided Able Oil with approximately  73% of its heating oil requirements for the year ended June 30, 2006.
 
               TransMontaigne, Inc. provided Able Melbourne with approximately 99% of its diesel fuel product requirements for the year ended June 30, 2006 and one major supplier provided Able Melbourne with approximately 99% of its lubricant and related product requirements for the year ended June 30, 2006.
 
               Management believes that if our supply of any of the foregoing products was interrupted, we would be able to secure adequate supplies from other sources without a material disruption in its operations. However, there can be no assurance that adequate supplies of such products will be readily available in the future.

Absence of Written Agreements
 
               Approximately 50% of our home heating customers do not have written agreements with us and can terminate services at any time, for any reason. Although we have never experienced a significant loss of our customers, if we were to experience a high rate of terminations, our business and financial condition could be adversely affected.

Risks Associated with Expansion into New Markets
 
               A significant element of our future growth strategy involves the expansion of our business into new geographic and product markets. Expansion of our operations depend, among other things, the success of our marketing strategy in new markets, successfully establishing and operating new locations, hiring and retaining qualified management and other personnel, and obtaining adequate financing for vehicle and site purchases and working capital purposes.

Dependence on Key Personnel
 
               Our future success will depend, to a significant extent, on the efforts of key management personnel, including Gregory Frost, our CEO and Chairman, and Christopher Westad, our President and acting Chief Financial Officer. The loss of one or more of these key employees could have a material adverse effect on our business. In addition, we believe that our future success will depend, in large part, upon our continued ability to attract and retain highly qualified management, technical and sales personnel. There can be no assurance that we will be able to attract and retain the qualified personnel necessary for our business.

Restaurants (Truck Plaza Segment Only)
 
               Each of the truck stops we will be aquiring from All American includes a restaurant that provides an ‘All American Menu’. By operating restaurant facilities we will face risks relating to:
 
-17-


·  
   our ability to obtain and maintain necessary governmental licenses, permits, and approvals relating to the preparation and sale of food;
                ·
   health inspection scores;
                ·
   food quality;
·  
   the availability and timely delivery of high-quality fresh ingredients, including fresh produce, diary products, and meat; and
                ·
   food-borne illnesses.
 
               If we are unable to effectively manage these risks, we may experience negative publicity related to these matters which may impact negatively on the brand name and image we acquire from All American. Such negative publicity could reduce guest traffic at our truck stop restaurants and subsequently affect the results of the operations for the truck stop segment of our business.

Competition
 
               The truck stop industry is highly competitive and fragmented, and our competitors may have greater resources or other competitive advantages. Certain of our competitors have substantially financial and marketing resources than we do. If our competitors adopt pricing strategies or marketing policies that we do not meet, if they provide products or services that we do not offer, or if we are otherwise unable to compete effectively, our competitors could gain market share and have an adverse effect on our operating results.
 
               Our home heating business is also highly competitive. In addition to competition from alternative energy sources, we compete with distributors offering a broad range of services and prices, from full service distributors similar to ours, to those offering delivery only. Competition with other companies in the retail home heating industry is based primarily on customer service and price. Longstanding customer relationships are typical in the home heating industry. Many companies, including ours, deliver fuel to their customers based upon weather conditions and historical consumption patterns without the customers making an affirmative purchase decision each time fuel is needed. In addition, most companies, including ours, provide equipment repair service on a 24 hour a day basis, which tends to build customer loyalty. We compete against companies that may have greater financial resources than ours. As a result, we may experience difficulty in acquiring new retail customers due to existing relationships between potential customers and other retail home heating distributors.

Highly Dependent on Financial Condition of Trucking Industry (Truck Plaza Segment Only)
 
               Our truck stop business is dependent upon the trucking industry in general and upon long-haul trucks in particular. In turn, the trucking industry is dependent on economic factors, such as the level of domestic economic activity and interest rates and operating factors such as fuel prices and fuel taxes, over which we have no control and which could contribute to a decline in truck travel. The long-haul trucking business is also a mature industry that has historically been susceptible to recessionary downturn. Available data indicate that diesel consumption by the trucking industry has grown more slowly than trucking ton-miles, as technological improvements in truck engines have increased their fuel efficiency. In addition, many small trucking companies have filed for bankruptcy protection in recent years. A decline in operations by the long-haul trucking industry would adversely affect us.

Domestic Terrorist Attack
 
               A domestic terrorist incident, particularly involving a truck, could produce adverse effects on us in several ways, including:

·
a reduction in the volume of truck traffic for more than a brief period;
·
bankruptcy of certain truck companies; and
·
the imposition of additional trucking regulations, increasing expenses of truck operations and businesses that service trucks or provide overnight facilities for trucks and truck drivers, such as the services that we provide - for e.g. extra security measures for parked trucks or trucks that are on our home heating delivery routes.

Other Risk Factors
 
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               Future operations may be impacted by a number of factors that could cause our actual financial results to differ. These factors include worldwide economic and political conditions, terrorist’s activities, industry special factors, and governmental agencies.


FORWARD-LOOKING STATEMENTS

We believe that some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as "may," "expect," "anticipate," "contemplate," "believe," "estimate," "intends," and "continue" or similar words. You should read statements that contain these words carefully because they:

·  
discuss future expectations;

·  
contain projections of future results of operations or financial condition; or

·  
state other "forward-looking" information.

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors and cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in our forward-looking statements, including among other things:

·  
changing interpretations of generally accepted accounting principles;

·  
outcomes of government reviews, inquiries, investigations and related litigation;

·  
continued compliance with government regulations;

·  
legislation or regulatory environments, requirements or changes adversely affecting the businesses in which All American is engaged;

·  
statements about industry trends;

·  
general economic conditions; and

·  
geopolitical events and regulatory changes.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to us or any person acting on either party's behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Before you grant your proxy or instruct how your vote should be cast or vote on the approval of the acquisition you should be aware that the occurrence of the events described in the "Risk Factors" section and elsewhere in this proxy statement could have a material adverse effect on us upon completion of the acquisition.

THE SPECIAL MEETING

The Special Meeting

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We are furnishing this proxy statement to you as part of the solicitation of proxies by our board of directors for use at the special meeting in connection with the proposed acquisition. This proxy statement provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

The special meeting will be held at 10:00 a.m., Eastern time, on August 29, 2006, at Able Energy, Inc., 1140 6th Avenue, Suite 1801, New York, New York, to vote on the acquisition proposal.

Purpose of the Special Meeting

At the special meeting, the holders of our common stock are being asked to approve a proposal, for purposes of NASD Marketplace Rule 4350(i), to effect an issuance of our common stock which will result in the acquisition of All American Plazas, Inc., or All American, pursuant to the Asset Purchase Agreement, dated as of June 16, 2005, by All American and us.

               Our board of directors:

·  
has unanimously determined that the acquisition proposal is fair to and in the best interests of the company and our stockholders;

·  
has considered the opinion of Ehrenkrantz King Nussbaum Inc. that, as of the date of its opinion, and based on conditions that existed as of that date, upon and subject to the considerations described in its opinion and based upon such other matters as Ehrenkrantz King Nussbaum Inc. considered relevant, the consideration to be paid by us in connection with the All American acquisition is fair to our current stockholders from a financial point of view;

·  
has unanimously approved and declared advisable the acquisition proposal; and

·  
unanimously recommends that the holders of our common stock vote "FOR" the proposal to effect an issuance of our common stock which will result in the acquisition of All American.

Record Date; Who is Entitled to Vote 

The "record date" for the special meeting is August 1, 2006. Record holders of our common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 3,128,923 outstanding shares of our common stock.

Each share of our common stock is entitled to one vote per share at the special meeting.

Voting Your Shares

Each share of our common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of our common stock that you own.

There are two ways to vote your shares of common stock at the special meeting:

·  
You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board, “FOR” the approval of the acquisition proposal, the financing and the charter amendment.
 
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·  
You can attend the special meeting and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU DO NOT VOTE YOUR SHARES OF COMMON STOCK IN ANY OF THE WAYS DESCRIBED ABOVE, IT WILL HAVE NO EFFECT ON THE ACQUISITION PROPOSAL OR THE FINANCING.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your common stock, you may call Gregory D. Frost or Christopher Westad at (973) 625-1012.

No Additional Matters May Be Presented at the Special Meeting

This special meeting has been called only to consider the approval of the acquisition proposal. Under our by-laws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the special meeting, if they are not included in the notice of the meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

·  
You may send another proxy card with a later date;

·  
You may notify either Gregory D. Frost, our CEO, or Christopher Westad, our President, in writing before the special meeting that you have revoked your proxy; and

·  
You may attend the special meeting, revoke your proxy, and vote in person.

Vote Required

The approval of the acquisition of All American and the transactions contemplated by the asset purchase agreement will require the affirmative vote of a majority of the shares of our common stock present in person or by proxy and entitled to vote at the special meeting.

If you abstain from voting or do not vote, either in person or by proxy or by voting instruction, it will have no effect on the approval of the acquisition proposal or the financing.

Abstentions and Broker Non-Votes

If your broker holds your shares in its name and you do not give the broker voting instructions, under the rules of the NASD, your broker may not vote your shares on the proposal to approve the acquisition of All American pursuant to the asset purchase agreement or the financing. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum, and will have no effect on the acquisition proposal or the financing.

Solicitation Costs

We are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail but also may be made by telephone or in person. We and our respective directors and officers may also solicit proxies in person, by telephone or by other electronic means. These persons will not be paid for doing this.

We have not hired a firm to assist in the proxy solicitation process but may do so if it deems this assistance necessary. We will pay all fees and expenses related to the retention of any proxy solicitation firm.
 
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We will ask banks, brokers and other institutions, nominees and fiduciaries to forward our proxy statement materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable expenses.

Stock Ownership

Of the 3,128,923 outstanding shares of our common stock, All American, who owns approximately 32% of our common stock, and our officers and directors, who own an aggregate of approximately 1.0% of our outstanding shares of common stock, have agreed to vote such shares in favor of the acquisition proposal.

THE ACQUISITION PROPOSAL

The discussion in this proxy statement of the acquisition and the principal terms of the asset purchase agreement dated as of June 16, 2005, by and between All American and us is subject to, and is qualified in its entirety by reference to, the asset purchase agreement. A copy of the asset purchase agreement is attached as Annex A to this proxy statement and is incorporated in this proxy statement by reference.

General Description of the Acquisition

Pursuant to the asset purchase agreement, we will acquire substantially all of the assets of All American, including an option to purchase All American’s real estate properties. We will also enter into leases to occupy each of All American’s owned trucking plazas (as further described in this proxy). The aggregate amount of rental payments to All American will also roughly equal to All American’s aggregate debt or mortgage payments.

Background of the Acquisition

The terms of the asset purchase agreement are the result of negotiations between representatives of All American and us. The following is a brief discussion of the background of these negotiations, the acquisition and related transactions.

Initially, All American was introduced to us because of Able's need for a new fuel supplier. Both All American and Able had a business relationship with TransMontaigne, a fuel supplier. TransMontaigne provided All American with the ability to earn additional revenue based upon its supply chain agreement with TransMontaigne. In the course of these initial discussions, All American learned that Tim Harrington, our former CEO, was interested in selling his stock holdings in our company. These discussions began in February 2004, and the sale of Mr. Harrington’s stock to All American occurred in December 2004. TransMontaigne, through extension of fuel credit, enabled All American to close the transaction with Mr. Harrington. Following the sale of Mr. Harrington’s stock, All American Plazas became the owner of approximately 50% of the Company’s issued and outstanding stock. In February 2005, the Company first began discussions relating to an integration of the operating businesses of the Company and All American Plazas. These discussions came at a time when the Company was already in the process of considering alternative merger or joint venture partners. Mr. Harrington’s stock sale to All American brought to the Board’s attention that All American Plazas could be a potential candidate for such a merger or joint venture transaction. Mr. Harrington’s stock sale was not a precursor to the transaction currently being sought for shareholder approval. Mr. Harrington is not receiving any consideration as a result of the proposed asset acquisition of All American Plazas.
 
At the same time, All American was also seeking financing from other sources. After certain financings failed to consummate by February 2005, we revisited the possibility of acquiring All American in the belief that this would enable the combined entity to have easier access to capital in the public market. Our board of directors then began a period of intense negotiation and discussion relating to the acquisition, in which they discussed consideration ranging from as low as $25 million to as much as $50 million. On February 28, 2005, the Board voted to approve the acquisition for a preliminary purchase price of $30 million, pending further discussions and satisfactory due diligence on All American. The Board considered the following factors in approving the transaction and deciding on the $30 million purchase price:

(a)  
The consideration for the assets of AAP would be restricted shares of our common stock;
(b)  
The establishment of a price per share of the common stock being issued in consideration for the AAP assets;
(c)  
The establishment of a preliminary purchase price that would be subject to further determination by us and AAP; and
(d)  
Approval of our officers to prepare definitive documentation subject to the review of our Board of Directors.

 
 
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     Following this February 28 meeting of the Board, the Board convened a total of five more times (May 17, 2005; May 25, 2005; June 12, 2005; June 13, 2005 (two meetings); June 14, 2005). A summary of those persons present and the general topics discussed at these meetings is presented below:
 
·
On May 17, 2005 a teleconference meeting was held among Stephen Chalk, Gregory Frost, Patrick O’Neill, Alan Richards and Christopher P. Westad (all of whom are members of the Board). During the meeting the attendees had discussions about the 2002, 2003 and 2004 All American Plazas, Inc.’s financials including any forthcoming opinions from the Company’s auditors and outside consultants retained for the purpose of evaluating the acquisition. The attendees noted that All American’s interim 2004 results of operations showed that the new ownership of All American was able to reduced expenses and make operations cash flow positive. Additionally, the attendees reviewed the value of All American’s real estate and determined that potential value existed in those properties. Based on the encouraging 2004 results of operations and the potential value of the real estate, the members of our Board determined to proceed further with evaluating this acquisition and conduct more due diligence.
 
·
On May 25, 2005 there was a meeting attended by Stephen Chalk, Solange Charas, Gregory Frost, Edward C. Miller, Jr., Patrick O’Neill, Alan Richards, Christopher P. Westad (all of whom are Board members), and Joseph Simontacchi and David Miller, from Simontacchi and Company, our outside auditors. During the meeting the Board retained the services of Ehrenkrantz, King, Nussbaum, Inc. (“EKN”), an outside consulting company, to evaluate and, if applicable, render a fairness opinion for the acquisition of the shares of All American Plazas.
 
·
On June 12, 2005 a teleconference meeting was held between Stephen Chalk, Solange Charas, Gregory Frost, Patrick O’Neill, Alan Richards and Christopher P. Westad (all of whom are members of the Board). During the meeting the attendees further discussed the fairness opinion prepared by EKN and the methodology used to ascertain a valuation of the assets of All American.
 
·
On June 13 two teleconference meetings took place. The first was between Stephen Chalk, Solange Charas, Gregory Frost, Patrick O’Neill, Alan Richards and Christopher P. Westad (all of whom are members of the Board). During this meeting there were further discussions regarding the fairness opinion and All American’s valuation. The Board reconvened again for a second meeting to invite members of All American for a question and answer session. The second meeting was attended by the attendees of the first meeting and also included Frank Nocito, Jonathan Austern and Richard Mitstifer of All American. During this meeting representatives of All American advised the Board as to their real estate holdings, proposed uses and expectations from the financing matters. After the representatives left the meeting, the Board continued their discussions regarding the EKN fairness opinion.
 
·
On June 14, 2005, a teleconference meeting was held between Stephen Chalk, Solange Charas, Gregory Frost, Edward C. Miller, Jr., Patrick O’Neill, Alan Richards and Christopher P. Westad (all of whom are members of the Board). During this meeting discussions were had regarding the proposed acquisition of All American. and the share price. All attendees voted in favor of the acquisition with the exception of Gregory Frost who abstained.

The Company and All American were separately represented by counsel in all proceedings relating to the proposed transaction. An independent firm, EKN, was retained to evaluate the transaction for its overall fairness to the shareholders of the Company. Interested directors abstained from the final vote of the Board to approve or disapprove this transaction.

The intention of the Board to enter into an acquisition of All American by Able was announced in an 8-K filing dated March 4, 2005. Our Board elected to use a stock price for said acquisition by looking back for the prior 20 trading days from the February 28, 2005 meeting date to arrive at an average share price of $3.00 per share. Following the announcement of the intention to enter into the acquisition, Able's stock price substantially increased in value.

Effective June 16, 2005, All American and we entered into a stock purchase agreement and related agreements and, on June 17, 2005, publicly announced such agreement through a joint press release. Such stock purchase agreement was thereafter amended and restated to be an asset purchase agreement, whereby we purchased substantially all of the operating assets of All American. We restructured the transaction from a stock purchase agreement to an asset purchase agreement primarily because we wanted to make the transaction more attractive to our stockholders by limiting our acquisition to the core assets of AAP, and exclude land development projects of AAP that were still in the development stage and that were outside our practical expertise and our business plans.
 
        The asset purchase agreement provides (and the stock purchase agreement provided) for the acquisition by us of substantially all of All American's assets. We will assume all of All American's liabilities, except for its debt liabilities. The asset purchase agreement has an effective date of June 16, 2005. We will issue 11,666,667 restricted shares of our common stock, par value $.001 per share, at $3.00 per share to purchase the All American business. The market value of the shares to be issued to All American, at the close of business on June 30, 2006, was approximately $66.38 million, and the market value of those shares on June 16, 2005 was $211.4 million (based on the closing price of our common stock of $18.12 on that date). Set forth below is a table showing the high and low value of the 11,666,667 restricted shares of common stock we are issuing to purchase the All American business.
 
Quarter Ended
 
Closing Market Price
 
Value of Shares to be issued
   
Highest
 
Lowest
   
Highest
 
Lowest
 
September 30, 2005
 
$
18.90
 
$
11.26
 
 
$
220,500,006
 
$
131,366,670
 
 
             
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2005
 
$
13.18
 
$
 5.97
 
 
$
 153,766,671
 
$
 69,650,002
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31, 2006
 
$
 10.18
 
$
 6.20
 
 
$
 118,766,670
 
$
 72,333,335
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2006
 
 $
9.21
 
$
 4.20
     $
 107,450,003
 
$
 49,000,000
 
                             
 
Necessity for Stockholder Approval

Our common stock is traded on the NASDAQ Capital Stock Market under the symbol “ABLE”. Consequently, we are subject to the Marketplace Rules promulgated by the National Association of Securities Dealers, Inc. (“NASD”). The issuance of these shares requires stockholder approval under the NASD Marketplace Rules, such as Rule 4350.
 
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               Under Rule 4350(i)(1)(B) and 4350(i)(1)(D), respectively, stockholder approval must be sought when (a) the issuance or potential issuance will result in a change of control of the issuer (the “Change of Control Rule”) or (b) in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by the issuer of common stock (or securities convertible into or exercisable common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock (the “20% Rule”). Furthermore, under Rule 4350(i)(1)(C), stockholder approval must be sought in connection with an acquisition of the stock or assets of another company if any director, officer or substantial shareholder of the issuer has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the company to be acquired or in the consideration to be paid in the transaction and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more (the “Affiliated Transaction Rule”).

In addition, since All American currently holds more than 15% of our issued and outstanding common stock, approval by at least two-thirds of the stockholders (other than All American) is necessary under Section 203 of the Delaware General Corporations Law (the “Delaware Business Combination Rule”). The voting thresholds for approval under the Delaware Business Combination in this case are greater than the Affiliated Transaction Rule, the discussion below relating to the Affiliated Transaction Rule are for information purposes only since approval of the acquisition under the Delaware Business Combination Rule will also satisfy the requirements under the Affiliated Transaction Rule.

The Change of Control Rule

The Change of Control Rule requires us to obtain stockholder approval prior to certain issuances with respect to common stock or securities convertible into common stock which will result in a change of control of the issuer. Generally, NASD interpretations provide that 20% ownership of the shares of an issuer by one person or group of affiliated persons is deemed to be control of such issuer. Pursuant to the asset purchase agreement (as more fully described under “Asset Purchase Agreement” on page 35 of this proxy statement), in consideration for all of the outstanding shares of All American, we will issue to All American 11,666,667 restricted shares of our common stock, par value $.001 per share, at the closing. This issuance will constitute approximately 78% of our issued and outstanding shares of common stock, and will cause All American to own approximately 85% of our issued and outstanding shares of common stock , on a post-issuance basis. All American owned approximately 32% of our issued and outstanding shares of common stock as of June 16, 2005, the date upon which the asset purchase agreement was executed.

The 20% Rule

The 20% Rule requires Nasdaq-listed issuers to obtain stockholder approval prior to any issuance or potential issuance of securities representing 20% or more of the outstanding common stock or voting power of the issuer (on an as-converted or as-exercised basis) before such issuance for a price less than the greater of the book or market value of the issuer's common stock. For purposes of this rule, the (i) outstanding common stock or voting power of the issuer is determined as of a date the issuer enters into a binding agreement with respect to such issuance or potential issuance, which in the case of the acquisition of All American is June 16, 2005; and (ii) market value of the issuer's common stock is deemed to be the closing bid price of the issuer's common stock immediately prior to entering into such binding agreement, which in the case of the acquisition of All American, is $18.58 per share, the closing bid price of our common stock on June 15, 2005.

At the closing, we will deliver to All American 11,666,667 restricted shares of our common stock at $3.00 per share for an aggregate purchase price of $35,000,000 in exchange for all of All American issued and outstanding common stock. The closing price of our common stock on June 30, 2006 was $5.69 per share and the market value of the shares to be issued to All American, at the close of business on June 30, 2006, was approximately $66.38 million. The value of the shares of our common stock to be issued to All American will be subject to change with the fluctuation of the trading price of our common stock on the Nasdaq Capital Market. Accordingly, the issuance to All American on the closing date and the potential subsequent issuance in connection with the refinancing will represent a below-market issuance of more than 20% of our outstanding common stock as of June 16, 2005. We do not intend to modify the number of shares to be issued to All American based on changes to the price of our common stock. The number of shares of our common stock to be issued to All American reflects our Board's and All American's determination of the relative long-term worth of Able Energy after the acquisition of All American's assets, which long term worth may not be reflected, or which may be inappropriately adjusted by, fluctuations in our stock price. Additionally, fluctuations in our stock price may reflect factors that are independent of the respective valuations of All American and Able Energy upon which the acquisition consideration is based.

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The Affiliated Transaction Rule

The Affiliated Transaction Rule requires stockholder approval prior to the issuance of any securities in a transaction in which any director, officer or substantial stockholder of the issuer has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common shares or voting power of 5% or more. All American currently owns approximately 32% of our outstanding common stock and its shareholders receive 11,667,777 shares of our common stock in connection with the acquisition, representing an issuance of approximately 78% of our issued and outstanding common stock on a post-issuance basis.

The Delaware Business Combination Rule

The Delaware Business Combination Rule states that the supermajority consent (two-thirds of the voting shares) is required to approve of any “business combination” involving an “interested stockholder”. Such two-thirds voting consent does not include and voting shares held by the interested stockholder. An “interested stockholder” is, subject to certain exceptions which do not apply to the acquisition, any stockholder (along with its affiliates) who hold or control 15% or more of the outstanding voting stock of the corporation. Through its purchase of Tim Harrington’s 1,007,300 shares of Able’s common stock in December 2004, All American became an interested stockholder for purposes of the Delaware Business Combination Rule. Once a party becomes an interested stockholder, a corporation is prohibited from engaging in any business combination with such interested stockholder for a period of three years unless the appropriate two-thirds majority vote is obtained from the stockholders approving such transaction. A “business combination” under the Delaware Business Combination Rule includes the transactions contemplated by the acquisition.
 
Recent Financing of All American

As previously disclosed in our Current Report on Form 8-K, dated June 7, 2005, and filed with the Securities and Exchange Commission on June 10, 2005, All American recently consummated a financing that, if the acquisition of All American is consummated, will impact us. The recently completed refinancing by All American allowed All American to pay off approximately $3,000,000 in existing debt and provided All American with approximately $2,000,000 in working capital.

The following description of the terms of All American's refinancing is qualified in its entirety by the terms and provisions contained in the financing documentation included in the Current Report on Form 8-K, dated June 7, 2005, and filed with the Securities and Exchange Commission on June 10, 2005, as Exhibits 99.1 through 99.7.

Pursuant to the terms of the Securities Purchase Agreement dated June 1, 2005 among All American and certain purchasers identified therein, the purchasers loaned All American an aggregate of $5,000,000 (the “June Debentures”), evidenced by secured debentures also dated June 1, 2005. The debentures shall be repaid within two years from the date of issuance, subject to the occurrence of an event of default, with interest payable at the rate per annum equal to LIBOR for the applicable interest period, plus 4% payable on a quarterly basis on April 1st, July 1st, October 1st and January 1st, beginning on the first such date after the date of issuance of the debentures. The loan is secured by real estate property owned by All American in Pennsylvania and New Hampshire. In addition, the original terms of the financing comtemplate that, in the event that we do not complete the acquisition of All American prior to the expiration of the 12-month anniversary of the securities purchase agreement, All American shall be considered in default of the loan. Pursuant to the Additional Investment Right among All American and the purchasers, the purchasers may loan All American up to an additional $5,000,000 on the same terms and conditions as the initial $5,000,000 loan, except for the conversion price of the debentures.

The primary purchaser parties of the June Debentures are the same as or affiliated with those purchasers in the financing.

If we consummate the acquisition of All American, upon such consummation, we will not in general assume the non-mortgage debt obligations of All American which include the obligations described by the above referenced Securities Purchase Agreement, the debentures and the Additional Investment Right Agreement. However, we will assume certain contracted obligations relating to the June Debentures through the execution of a Securities Assumption, Amendment and Issuance Agreement, Registration Rights Agreement, Common Stock Purchase Warrant Agreement and Variable Rate Secured Convertible Debenture Agreement, each between the purchasers of the June Debentures and us. Such documents provide that All American and we shall cause the real estate collateral to continue to secure the loan, until the earlier of full repayment of the loan upon expiration of the debentures or conversion by the purchasers of the debentures into shares of our common stock at a conversion rate of the lesser of (i) the purchase price paid by us for each share of All American common stock in the acquisition, or (ii) $3.00, the conversion price, subject to further adjustment. However, the conversion price with respect to the additional investment right shall be $4.00. In addition, the purchasers shall have the right to receive five-year warrants to purchase 2,500,000 of our common stock at an exercise price of $3.75 per share. We shall also have an optional redemption right (which right shall be mandatory upon the occurrence of an event of default) to repurchase all of the debentures for 125% of the face amount of the debentures plus all accrued and outstanding interest and expenses, as well as a right to repurchase all of the debentures in the event of the consummation of a new financing in which we sell securities at a purchase price that is below the conversion price. Of the 11,666,667 shares of our common stock (valued at $3.00 per share) All American is to receive from the acquisition, All American has agreed to escrow up to 2.5 million shares of the common stock (but not less than 1.67 million shares) for the purpose of transfer to the holders of the June Debentures in the event such holders elect to convert the June Debentures. As a result, assuming approval of the acquisition of All American, conversion of the principal amount of the June Debentures will not result in any significant additional issuances of our common stock.
 
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We do contemplate that the debt obligations of All American will be in general serviced through our payments of rents under leases which we plan to enter into with All American with respect to each of the All American owned properties which will allow us to occupy and operate the businesses we are purchasing from All American.

Pursuant to the Registration Rights Agreement among All American and the purchasers of the June Debentures, if we consummate the acquisition of All American, the purchasers shall have demand registration rights with respect to all shares of our common stock obtained by them through the conversion of the June Debentures. The purchasers shall also have an additional investment right, for a period of nine months after the initial registration statement filed by us with the Securities and Exchange Commission, the SEC, is first declared effective by the SEC, to purchase units consisting of convertible debentures in the aggregate amount of up to $14,000,000, the additional Debentures, and common stock purchase warrants equal to 50% of the face amount of such additional debentures, the additional warrants. The conversion price of the additional debentures shall be $6.50 per share of common stock with respect to the first $7,000,000 of additional debentures purchased, and 80% of the average weighted price of our common stock during the 20 trading days immediately prior to the purchasers’ election to purchase the additional debentures, with respect to the remaining $7,000,000. The additional warrants shall have a five-year term and an exercise price of 110% of the conversion price. In the event of the occurrence of a default with respect to the additional debentures, we shall have identical redemption rights to those described in the immediately preceding paragraph.

If our stockholders approve the acquisition proposal, they will be approving the issuance of the additional securities pursuant to the agreements among the purchasers and us described above, as we will assume significantly all of All American’s contractual obligations under such documents upon consummation of the acquisition, other than the obligation to repay the debt evidenced by the June Debentures. Our assumption of the debentures and warrants and the potential issuance of the additional debentures and additional warrants could result in an issuance that may violate the Change of Control Rule and the 20% Rule if stockholder was not being sought pursuant to the acquisition proposal.

Interests of Our Directors and Officers in the Acquisition

In considering the recommendation of our board of directors that you vote in favor of adoption of the acquisition proposal, you should keep in mind that certain of our directors and officers have interests in the acquisition that are different from, or in addition to, your interest as a stockholder. One of our directors and CEO, Gregory Frost, holds an aggregate 15.15% beneficial stock interest in All American, and, as such, has abstained from any vote approving the acquisition. It is anticipated, that our current board of directors will remain on the board.

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               Our board of directors was aware of these arrangements during its deliberations on the merits of the acquisition and in determining to recommend to our stockholders that they vote for the approval of the acquisition proposal.

Our Reasons for the Acquisition and Financing and Recommendation of Our Board

Our board of directors has concluded that the acquisition of All American and the financing are both in the best interests of our stockholders.

In approving the asset purchase agreement with All American, our board of directors relied on information (including financial information) relating to All American, the regulatory environment and the industry fundamentals. In addition, the board considered Ehrenkrantz King Nussbaum Inc.’s opinion that, based on conditions and considerations described in its opinion, the All American acquisition is fair to our current stockholders from a financial point of view.

In addition, our board of directors considered a wide variety of factors in connection with its evaluation of the acquisition and financing. In light of the complexity of those factors, the board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. Some of the positive and negative reasons factors, however, considered by the board are described below:

Positive Reasons -

o  
Expansion of Able’s business will help counteract some of the cyclical effects of the home heating oil business, where 65% of our revenues are generated during the late fall and winter months;

o  
The increased purchasing power of the combined entities will enable efficiencies of scale and greater vendor discounts resulting in overall cost savings;

o  
All American’s real estate properties can be used as current or future distribution centers for our home heating oil business, thus permitting greater efficiencies for our existing distribution routes as well as setting the stage for future expansion into new markets;

Negative Reasons -

o  
The current business of Able does not involve the operation or management of trucking plazas so significant administrative expenses may be incurred to integrate the operating businesses of the combined companies;

o  
The current business of Able is cyclical in nature (cold weather months are historically the peak business months for the home heating oil business) whereas the truck plaza operation and management business is year-around, and therefore integration of the two businesses may require a period of administrative and managerial adjustment for a year-around operation;

o  
The Company currently offers one primary product in a largely discrete geographic market whereas All American Plazas operates over a more widespread geographic region and offers various product lines;

 
All American's potential for future growth

An important criteria to our board of directors was that the company have established business operations, that it was generating current revenues and that it had the strong potential to experience rapid additional growth. Our board of directors believes that All American, as a recognized brand name in the truck stop industry that has been developed over a period of 17 years has in place a strong business infrastructure and provides a solid platform for our plans.
 
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The experience of All American’s management

Another important criteria to our board of directors was that the company must have a seasoned management team with specialized knowledge of the markets within which it operates and the ability to adapt a company’s business model in a rapidly changing environment. All American’s management team has shown a strong ability to adjust its business plan to changing market factors and to develop additional business opportunities.

The terms of the Asset Purchase Agreement

The terms of the asset purchase agreement, including the closing conditions and termination provisions, are customary and reasonable. In addition, our board of directors believes that, because members of our current management will own a large percentage of the combined company, the combined company will have a management team that will be committed to growing our company and increasing shareholder value. It was important to our board of directors that the asset purchase agreement include customary terms and conditions as it believed that such terms and conditions would allow for a more efficient closing process and lower transaction expenses.

Our board of directors believes that each of the above factors strongly supported its determination and recommendation to approve the acquisition. Our board of directors did, however, consider the following potentially negative factors, among others, in its deliberations concerning the acquisition including the recent financial history of All American.

Certain of our officers and directors may have different interests in the acquisition than our stockholders. Our board of directors considered the fact that certain of our officers and directors may have interests in the acquisition that are different from, or are in addition to, the interests of our stockholders generally, including the matters described under "Interests of Our Directors and Officers in the Acquisition" above.

After deliberation, our board of directors determined that these potentially negative factors were outweighed by the potential benefits of the acquisition above, including the opportunity for our stockholders to share in All American's future possible growth and anticipated profitability.

Fairness Opinion 
 
On May 25, 2005, we engaged Ehrenkrantz King Nussbaum Inc. (“EKN”) to act as financial advisor to us in connection with the All American acquisition. EKN is a New York-based investment boutique that, among other things, provides investment banking services to small and middle market growth companies, such as Able Energy, Inc. Members of EKN’s management team has decades of experience with financial advisory services, including the structuring of capital markets transactions (including both private and public offerings). We requested that EKN evaluate the fairness of the consideration we negotiated for the acquisition of the All American Assets in stock purchase transaction. We did not request EKN to establish what the consideration should be for the All American assets in a stock purchase transaction. We did not impose any limitation on the scope of EKN’s evaluation of the consideration other than a time limit of approximately thirty days to complete the review (for both the June and October evaluations). Additionally, we did not authorize EKN to solicit, and it has not solicited any indications of interest from any third party with respect to the purchase or business combination of all or part of its business on a post-transaction basis. EKN’s opinion is necessarily based upon limited market, economic and other conditions as they existed on, and can be evaluated as of, the date of the opinion.
 
EKN delivered its original written opinion to our board of directors on June 15, 2005, which stated that, as of such date, and based upon and subject to the assumptions made, matters considered, and limitations on its review as set forth in the opinion, the consideration to be paid in the acquisition is fair, from a financial point of view, to our stockholders. At the time EKN delivered its original fairness opinion, the acquisition was structured as a stock purchase transaction in which we would purchase all of the issued and outstanding shares of All American. Since the June 15, 2005 opinion, the acquisition has been amended to become an asset purchase transaction whereby we would purchase substantially all of the operating assets of All American. In this regard, EKN was then further engaged to render another, final written opinion to us regarding whether in its opinion the restructured transaction would be fair, from a financial point of view, to our stockholders and, on October 7, 2005, EKN issued to us an opinion that the restructured transaction as an asset purchase is fair to the stockholders, from a financial point of view. A copy of EKN’s fairness opinion is attached hereto.
 
·  
You are urged to read the EKN opinion carefully and in its entirety for a description of the assumptions made, matters considered, procedures followed and limitations on the review undertaken by EKN in rendering its opinion.

·  
The EKN opinion is not intended to be and does not constitute a recommendation to you as to how you should vote with respect to the acquisition. EKN was not requested to opine as to, and its opinion does not address, our underlying business decision to proceed with or effect the transaction.
 
In arriving at its opinion for both June 15, 2005 and October 7, 2005, we presented to EKN the form and amount of the consideration and EKN reviewed and took into account:
 
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·  
the draft stock purchase agreement (for the June 15, 2005 opinion) and the asset purchase agreement between All American and us (for the October 7, 2005 opinion);
 
·  
certain publicly available information concerning us which EKN deemed to be relevant to its inquiry and analysis including our Annual Reports on Form 10-KSB for the fiscal years ended June 30, 2003 and June 30, 2004 and June 30, 2005 (for the October 7, 2005 opinion), Quarterly Reports on Form 10-QSB for the periods ended March 31, 2005, December 31, 2004 and September 30, 2004, Definitive Proxy Statement on Schedule 14A dated May 3, 2005, Current Report on Form 8-K filed on March 4, 2005 and other Securities and Exchange Commission filings;
 
·  
financial and operating information with respect to the business, operations and prospects of All American Plazas, Inc.;
 
·  
discussions with our counsel and Vice President of Business Development, concerning our current operations, financial condition and future prospects;
 
·  
documentation in connection with a financing transaction among All American and certain investors, completed on June 7, 2005, including a Securities Purchase Agreement, Secured Debenture and Additional Investment Rights Agreement as well as proposed documents among such purchasers and us in the event we complete the acquisition of All American, including a Securities Assumption, Amendment and Issuance Agreement, Variable Rate Secured Convertible Debenture, Common Stock Purchase Warrant and Registration Rights Agreement.

In arriving at its June 15, 2005 opinion, EKN looked at various valuation methods including the following and applied those methods it deemed appropriate in its judgment:
 
·  
Comparable Company Analysis, which derived a range of implied values for All American by analyzing how the public marketplace values similar private companies. EKN assessed the value of All American by analyzing the following publicly traded companies that had comparable business operations: Allmentation Couche-Tard Inc., Bowlin Travel Centers Inc., Casey’s General Stores, Inc., Giant Industries Inc., Premcor Inc., Tesoro Corp. and Valero Energy Corp. EKN compared the financial performance of All American with the performance of the peer group using the most recent fiscal year data for the public companies and estimated financial data based on published research analysts’ estimates. EKN compared All American with the public company peer group based on four financial data categories: (i) revenue, (ii) EBITDA (earnings before interest, taxes, depreciation and amortization), (ii) EBIT (earnings before interest and taxes) and (iv) net income. From the financial data for the peer group public companies, EKN derived valuation multiples for the peer group and applied those valuation multiples to All American’s corresponding results for the twelve month period ended April 30, 2005 and projections for the year ending September 30, 2005 and 2006.
EKN used the median valuation multiples derived for the peer group and All American’s financial date, and they derived an implied equity valuation of All American between (i) $45.95 million and $53.77 million based on revenues, (ii) $13.06 million and $122.79 million based on EBITDA, (iii) between $11.54 and $102.93 million based on EBIT and (iv) between $21.16 million and $94.73 million based on net income.
 
·  
Comparable Transaction Analysis, which derived a range of implied values for All American by analyzing how acquirers value companies or assets similar to All American. EKN searched databases and public filings for precedent transactions of publicly traded and privately-held target companies that are comparable to All American’s line of business. EKN analyzed seven transactions that occurred since 1999 and for which there was sufficient information available - namely, (i) the transaction value, and (ii) the revenue, EBITDA, EBIT and net income for the target company for the last fiscal year preceding the transaction. The transactions analyzed by EKN were (a) Sutter Holding Co., Inc.’s acquisition of Petro Stopping Centers LP in July 2002, (b) Phillips Petroleum Co.’s acquisition of Tosco Corporation in February 2001, (c) Lukoil’s acquisition of Getty Petroleum Marketing in November 2000, (d) Lamar Advertising Co.’s acquisition of BOWLIN Outdoor Advertising & Travel Center, Inc. in October 2000, (e) Monitor Clipper and Oak Hill Partners’ acquisition of Travelcenters of America, Inc. in June 2000, (f) Volvo AB’s acquisition of Petro Stopping Centers LP in March 1999 and (g) Travelcenters of America, Inc.’s acquisition of Travel Ports of America in February 1999. EKN used the median valuation multiples and All American’s financial results for the twelve month period ended April 30, 2005, and they derived an implied equity value of All American between $16.7 million and $42.8 million.
 
·  
Contribution Analysis, which examined the relative value of each entity based on each entity’s contribution to the combined company. This analysis is based on key financial metrics. EKN analyzed the relative contribution of Able Energy and All American to the estimated revenues, gross profit, EBITDA, EBIT and net income of the combined company for the twelve month period ended March 31, 2005 (for Able Energy) and April 30, 2005 (for All American). The implied contribution of All American to the combined company was 70% of revenue (meaning All American accounted for 70% of the revenue for the combined entity), 77.5% of gross profit and 100% of the EBITDA, EBIT and net income. For comparison, All American shareholders will be getting approximately 80.6% of the combined entity. Consequently, based on EKN’s contribution analysis and using financial data for the periods described above, All American accounts for (i) $137.1 million out of the $196 million in revenue for the combined operations of All American and Able, (ii) $19.4 million out of the $25 million in gross profit for the combined operations of All American and Able, and (iii) all of the $3.9 of EBITDA and $1.1 of EBIT for the combined operations of All American and Able. While All American had net income of $1.2 million for the twelve month period ended April 30, 2005, we had a net loss of $1.7 for the twelve month period ended March 31, 2005. The dollar value of the consideration to be paid to the All American shareholders as of June 9, 2005 was approximately $207.2 million (based on a closing stock price of $20.32).
 
·  
Liquidation Value, which analyzed the potential liquidation value of All American. EKN assessed the liquidation value of All American at September 30, 2004 (which was the most recently completed fiscal year of All American at that time). EKN determined the book value of All American (total assets minus total liabilities) to be approximately $11.2 million. EKN also estimated the value of All American’s real estate, in excess of the carrying costs, to be approximately $45.3 million. EKN’s estimated liquidation value of All American was approximately $56.5 million. The liquidation value did not assess any value to the shares of our common stock held by All American and did not take into account a $5 million convertible debt financing by All American, because such transaction would have added equal amounts to assets and liabilities. Therefore the convertible debt transaction would not have affected the liquidation valuation.
 
·
Trading History, which consisted of a review of the prices of and trading history of our common stock prior to the filing of our Current Report on Form 8-K on March 4, 2005, in order to reflect the pre and post transaction indication. Since the announcement of the transaction, the market price of our stock has not dropped at or below the 20-day average price prior to the February 28, 2005 board meeting at which the acquisition of All American was approved. EKN’s trading history analysis shows that, during the 68 trading days following our March 4, 2005 announcement of the proposed acquisition of All American, our common stock traded in the range between $7.00 and $21.21 per share.
 
In arriving at its October 7, 2005 opinion, which valued All American based on an asset acquisition, EKN looked at various valuation methods including the following and applied those methods it deemed appropriate in its judgment:
 
·  
Comparable Company Analysis, which derived a range of implied values for All American by analyzing how the public marketplace values similar private companies. EKN assessed the value of All American by analyzing the following publicly traded companies that had comparable business operations: Allmentation Couche-Tard Inc., Bowlin Travel Centers Inc., Casey’s General Stores, Inc., Giant Industries Inc., Tesoro Corp. and Valero Energy Corp. EKN compared the financial performance of All American with the performance of the peer group using the most recent fiscal year data for the public companies and estimated financial data based on published research analysts’ estimates. EKN compared All American with the public company peer group based on four financial data categories: (i) revenue, (ii) EBITDA (earnings before interest, taxes, depreciation and amortization), (ii) EBIT (earnings before interest and taxes) and (iv) net income. From the financial data for the peer group public companies, EKN derived valuation multiples for the peer group and applied those valuation multiples to All American’s corresponding results for the twelve month period ended September 30, 2005 and projections for the year ending September 30, 2006. Based on the median valuation multiples, EKN analysis showed that All American’s had an implied equity value that was significantly higher than its equity value based on actual and projected results. EKN used the median valuation multiples derived for the peer group and All American’s financial date, and they derived an implied equity valuation of All American between (i) $62.9 million and $71.86 million based on revenues, (ii) $31.15 million and $162.2 million based on EBITDA, (iii) between $16.59 and $172.16 million based on EBIT and (iv) between $26.86 million and $205.22 million based on net income.

·  
Comparable Transaction Analysis, which derived a range of implied values for All American by analyzing how acquirers value companies or assets similar to All American. EKN searched databases and public filings for precedent transactions of publicly traded and privately-held target companies that are comparable to All American’s line of business. EKN analyzed seven transactions that occurred since 1999 and for which there was sufficient information available - namely, (i) the transaction value, and (ii) the revenue, EBITDA, EBIT and net income for the target company for the last fiscal year preceding the transaction. The transactions analyzed by EKN were (a) Valero Energy Corporation’s acquisition of Premcor in April 2005, (b) Sutter Holding Co., Inc.’s acquisition of Petro Stopping Centers LP in July 2002, (b) Phillips Petroleum Co.’s acquisition of Tosco Corporation in February 2001, (c) Lukoil’s acquisition of Getty Petroleum Marketing in November 2000, (d) Lamar Advertising Co.’s acquisition of BOWLIN Outdoor Advertising & Travel Center, Inc. in October 2000, (e) Monitor Clipper and Oak Hill Partners’ acquisition of Travelcenters of America, Inc. in June 2000, (f) Volvo AB’s acquisition of Petro Stopping Centers LP in March 1999 and (g) Travelcenters of America, Inc.’s acquisition of Travel Ports of America in February 1999. Based on the median valuation multiples, EKN analysis showed that All American’s had an implied equity value that was significantly higher than its equity value based on actual and projected results. EKN used the median valuation multiples and All American’s financial results for the twelve month period ended September 30, 2005 (based on annualized results for the eleven month period ended August 31, 2005), and they derived an implied equity value of All American between $18.3 million and $64.5 million. 
 
·  
Contribution Analysis, which examined the relative value of each entity based on each entity’s contribution to the combined company. This analysis is based on key financial metrics. EKN analyzed the relative contribution of Able Energy and All American to the estimated revenues, gross profit, EBITDA, EBIT and net income of the combined company for the twelve month period ended June 30, 2005 (for Able Energy) and the eleven month period ended August 31, 2005 annualized (for All American). The implied contribution of All American to the combined company was 70.5% of revenue (meaning All American accounted for 70.5% of the revenue for the combined entity), 75.4% of gross profit and 100% of the EBITDA, EBIT and net income. For comparison, All American shareholders will be getting approximately 88.8% of the combined entity. Consequently, based on EKN’s contribution analysis and using financial data for the periods described above, All American accounts for (i) $147.8 million out of the $209.8 million in revenue for the combined operations of All American and Able, (ii) $18.2 million out of the $24.2 million in gross profit for the combined operations of All American and Able, and (iii) all of the $3.2 of EBITDA and $0.1 of EBIT for the combined operations of All American and Able. While All American had net income of $1.4 million for the twelve month period ended September 30, 2005 (based on annualized results for the eleven month period ended August 31, 2005), we had a net loss of $2.1 for the twelve month period ended June 30, 2005. The dollar value of the consideration to be paid to the All American shareholders as of June 9, 2005 was approximately $237 million (based on a closing stock price of $20.32).

·  
Liquidation Value, which analyzed the fair market value of the assets and liabilities of All American that were relevant to the transaction. EKN relied on property appraisals performed by a third party to assess the fair market value of All American’s properties. The valuation of assets, except for fixed assets, and all liabilities, except for debt, were valued at book value or adjusted to zero based on an estimated liquidation value. Appraisals were used to value all fixed assets.. EKN assessed the liquidation value of All American at August 31, 2005. EKN determined the book value of All American (total assets minus total liabilities) to be approximately $29.7 million. From the third party appraisals of All American’s properties, EKN estimated the value of All American’s real estate, net of mortgage debt, to be approximately $47.7 million. The liquidation value of All American’s debt was estimated by EKN to be approximately $12.4 million. EKN’s estimated liquidation value of All American assets (net of outstanding debt) to be acquired by us was approximately $64.9 million.

In rendering its opinions (for both June 15 and October 7, 2005), EKN has assumed and relied upon the accuracy and completeness of the financial and other information provided to it or discussed with it by us or otherwise used by EKN in arriving at its opinion without independent verification and further relied upon the assurances of our management that they are not aware of any facts that would make our financial forecasts (including on a pro forma basis) inaccurate or misleading. Based upon the advice of our management, EKN has assumed that such forecasts have been reasonably prepared to reflect the best currently available estimates and judgments of our management as to our future financial performance (including on a pro forma basis), and that we reasonably expect to perform in accordance with such forecasts. In arriving at its opinion, EKN did not conduct physical inspections of our properties and facilities and did not make or obtain any evaluations, independent or otherwise, or appraisals of our assets, including any proprietary technology, or current or future liabilities.


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                   EKN has not acted as a financial advisor to us in connection with the initiation, solicitation of or negotiation of any terms of the asset purchase agreement, nor has it had any discussions with the management of All American Plazas.  No member of our Board or management had a relationship with EKN prior to these engagements.
 
                    EKN is an investment banking firm that, as part of its investment banking business, regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements, and for other purposes. Our board of directors determined to use the services of EKN because it is a recognized investment banking firm that has substantial experience in similar matters. EKN has received a fee in connection with the preparation and issuance of its opinion. EKN does not beneficially own any interest in All American or us and has not provided services to either party other than for rendering the fairness opinion to us. In connection with the issuance of the written opinion, EKN was paid an original fee of $150,000 for the services rendered in connection with the original stock purchase transaction and an additional $75,000 for its further analysis relating to the restructuring of the acquisition as an asset purchase agreement.

Alternative Transactions

The Board considered several alternative transactions with respect to both the acquisition and the financing. The Board also considered the alternative of not approving the acquisition or the financing. The other third-party proposals and the option of not approving any transaction were not, in the Board’s exercise of sound business judgment, as favorable to the Company or its stockholders as the acquisition for All American or the financing which was provided by the purchasers of Debentures under the SPA under the July 2005 financing documents.

Business Synergy

With respect to the acquisition, our board of directors felt that All American and our company have compatible existing business models and that the combination of the two companies as contemplated by the Asset Purchase Agreement and related documents will result in certain management and operational efficiencies which would not have been otherwise achieved by each company acting alone including obtaining more favorable credit terms. In addition, the Board believes that diversification of our business in the manner contemplated by the acquisition will assist us in furthering our overall business strategy of achieving vertical integration and supply-chain management. For instance, All American truck stop locations can be used as distribution centers for our home heating oil vehicles. Diversification may also further enable our company to favorably adjust to various fluctuations in the economy, which may be caused by, among other things, the cost and supply of home heating oil.

Appraisal or Dissenters Rights

No appraisal rights are available under the Delaware General Corporation Law for our stockholders of in connection with the acquisition proposal or the financing.

Material U.S. Federal Income Tax Consequences of the Acquisition

The following discusses the material U.S. federal income tax consequences of the acquisition to All American and our stockholders. We do not anticipate any federal income tax effect to our security holders as a result of the financing. This discussion is based on the United States Internal Revenue Code of 1986, as amended, which we refer to as the Code.

Our security holders will continue to hold their securities and, as a result will not recognize any gain or loss from the acquisition.
 
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There should be no federal income tax consequences to a holder of our common stock as a result of the acquisition.

The conclusions expressed above are based on current United States tax law. Future legislative, administrative or judicial changes or interpretations, which can apply retroactively, could affect the accuracy of those conclusions. No rulings have been or will be sought from the Internal Revenue Service concerning the tax consequences of the transactions contemplated by the asset purchase agreement.

The discussion does not address all of the tax consequences that may be relevant to particular taxpayers in light of their personal circumstances or to taxpayers subject to special treatment under the Code. Such taxpayers include non-U.S. persons, insurance companies, tax-exempt entities, dealers in securities, banks and persons who acquired their shares of capital stock pursuant to the exercise of employee options or otherwise as compensation.

BECAUSE OF THE COMPLEXITY OF THE TAX LAWS, AND BECAUSE THE TAX CONSEQUENCES TO ANY PARTICULAR STOCKHOLDER MAY BE AFFECTED BY MATTERS NOT DISCUSSED ABOVE, EACH ABLE ENERGY, INC. STOCKHOLDER IS URGED TO CONSULT A TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT TO HIM, HER OR IT, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS FEDERAL TAX LAWS.

Regulatory Matters

The acquisition and financing and the transactions contemplated by the asset purchase agreement are not subject to the HSR Act or any other material federal or state regulatory requirement or approval, other than that described in this proxy statement relating to NASD Marketplace Rules and Delaware law.

Consequences if Acquisition Proposal, Financing or Charter Amendment is Not Approved

If the acquisition proposal is not approved by the stockholders, then we will not be able to consummate the acquisition upon the terms currently contemplated by the asset purchase agreement. We may attempt to renegotiate the terms of the acquisition and seek stockholder approval at a later date.

If the financing is not ratified by the stockholders, then we may need to amend the terms of the financing or we may be required to rescind the purchase, which will require that we return to all purchasers of Debentures all proceeds, with interest, which we received in connection with the financing, and possibly together with any costs and expenses incurred by the purchasers as a result of such rescission.

If the charter amendment is not approved by the stockholders, then we will not be able to consummate the transactions contemplated by the acquisition. In addition, we may not be able to engage in discussions relating to any future transactions involving our common stock until our charter is amended to increase the number of authorized shares of common stock.

Required Vote
 
To be approved by the stockholders, the proposal to approve, for purposes of NASD Marketplace Rule 4350(i), the issuance of securities to All American pursuant to the asset purchase agreement or financing that could violate the Change of Control Rule, 20% Rule and the Affiliated Transaction Rule, which will result in the acquisition of All American, must receive the affirmative votes of a majority of the votes cast, in person or by proxy, at the special meeting.

To be approved by the stockholders, the proposal to approve, for purposes of Section 203 of the Delaware General Corporations Law, the acquisition of the assets from All American pursuant to the asset purchase agreement must receive the affirmative vote of a two-thirds majority of the votes cast, in person or by proxy, at the special meeting. The votes currently held by All American in our company will NOT be included for purposes calculating the votes required by this Section 203 vote.
 
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To be approved by the stockholders, the proposal to approve the charter amendment must receive the affirmative vote of a majority of the votes cast, in person or by proxy, at the special meeting.

Abstentions are treated as shares present or represented and entitled to vote at the special meeting and will have the same effect as a vote against this proposal. Broker non-votes are not deemed to be present and represented and are not entitled to vote, and therefore will have no effect on the outcome of this proposal.

 Recommendation
 
The Board of Directors believes that it is in the company’s best interests that the stockholders authorize the issuance of common stock to All American pursuant to both the asset purchase agreement and the financing which, absent such authorization, would constitute an issuance in violation of the Change of Control Rule, 20% Rule the Affiliated Transaction Rule and/or the Delaware Business Combination Rule. The Board further believes that it is in the best interests of the company to approve the charter amendment.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ACQUISITION PROPOSAL TO PURCHASE SUBSTANTIALLYALL OF THE OPERATING BUSINESS ASSETS ALL AMERICAN AND TO RATIFY THE FINANCING AGREEMENTS ENTERED INTO BY US IN JULY 2005 WITH RESPECT TO THE SALE OF THE DEBENTURES. THE BOARD OF DIRECTORS ALSO RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ADOPTION OF THE CHARTER AMENDMENT TO INCREASE THE NUMBER OF COMMON STOCK AUTHORIZED BY OUR CERTIFICATE OF INCORPORATION TO 75 MILLION SHARES.

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THE ASSET PURCHASE AGREEMENT

The following summary of the material provisions of the asset purchase agreement is qualified by reference to the complete text of the asset purchase agreement, a copy of which is attached as Annex A to this proxy statement. All stockholders are encouraged to read the asset purchase agreement in its entirety for a more complete description of the terms and conditions of the acquisition.

Structure of the Acquisition

At the effective time of the acquisition, All American will continue as an operating company and become our wholly-owned subsidiary.
 
Purchase Price-Payments
 
At the closing, we will deliver to All American 11,666,667 restricted shares of our common stock, par value $.001 per share, at $3.00 per share for an aggregate purchase price of $35,000,000 for substantially all of the assets relating to the operating business of All American. The closing price of our common stock on June 30, 2006 was $5.69 per share and the market value of the shares to be issued to All American, at the close of business on June 30, 2006, was approximately $66.38 million. The value of the shares of our common stock to be issued to All American will be subject to change with the fluctuation of the trading price of our common stock on the Nasdaq Capital Market. All American will have 1,666,667 of such shares escrowed and such shares will be kept by us. In the event that any of the June Debentures are exercised (those debentures which were purchased by various investors in All American in June 2005), then we will have the right to direct and effect the cancellation of a like number of these escrowed shares, up to 2.5 million shares of our common stock (but not less than 1.67 million shares). We do not intend to modify the number of shares to be issued to All Amercian based on changes to the price of our common stock. The number of shares of our common stock to be issued to All American reflects our Board’s and All American’s determination of the relative long-term worth of Able Energy after the acquisition of All American’s assets, which long term worth may not be reflected, or which may be inappropriately adjusted by, fluctuations in our stock price. Additionally, fluctuations in our stock price may reflect factors that are independent of the respective valuations of All American and Able Energy upon which the acquisition consideration is based.
 
We will not be assuming the mortgage debt obligations of All American nor will we be taking title to any of the real property which All American owns.
 
Leases

For tax-related and refinancing purposes, we will not assume title to the real property owned by All American relating to its truck stop (and related) business. We will be conveyed an exclusive option to purchase all equity interests associated with such real property as part of the purchase price consideration. In order to allow us to operate on the various premises which are owned by All American, we will enter into lease agreements. Payments of rent to All American by us under these lease agreements are intended to be used by All American to service its monthly outstanding debt obligations. Our option to purchase the equity interests in All American real properties will be deemed to be increased on a dollar for dollar basis for each dollar which All American applies the principal amount of its outstanding debt obligations. In the event that All American’s monthly debt service obligations materially increase or decrease, the rents we are obligated to pay under our leases with All American will also increase or decrease by the same amounts. As part of our option, we will be granted the right to pay off the debt (including certain other expenses) on any or all of the All American owned properties provided that we receive title to any properties that are encumbered by such debt.

Closing of the Acquisition

Subject to the provisions of the asset purchase agreement, the closing of the acquisition will take place on the first day following the date that our stockholders approve the acquisition, or at such other time as the parties may agree.

Representations and Warranties

The asset purchase agreement contains a number of representations and warranties that All American and we have made to each other. These representations and warranties relate to:

·  
organization, power and authority;

·  
financial statements (All American only);
 
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·  
no material adverse change;

·  
absence of certain changes or events since March 31, 2005 (All American only);

·  
taxes;

·  
employees and employee benefit plans (All American only);

·  
litigation;

·  
compliance with applicable laws;

·  
material contracts (All American only);

·  
brokerage;

·  
no undisclosed liabilities;

·  
related party transactions (All American only);

·  
permits (All American only);

·  
insurance (All American only);

·  
intellectual property (All American only);

·  
environmental matters (All American only);

·  
bank accounts and books and records (All American only);

·  
no knowledge of breach, limitation of representations and warranties;

·  
ownership and condition of assets; and

·  
investment representations and warranties.

Materiality and Material Adverse Effect

Many of the representations and warranties are qualified by materiality or material adverse effect. For the purposes of the asset purchase agreement, a material adverse effect on All American means a material adverse effect on the business, operations, properties, assets or financial condition of All American (and its subsidiaries), taken as a whole.

Interim Covenants Relating to All American

Under the asset purchase agreement, All American, prior to completion of the acquisition, has agreed to conduct its business in the ordinary course consistent with past practice, except as expressly permitted by the asset purchase agreement. In addition to this agreement regarding the conduct of business generally, subject to specified exceptions, All American has agreed that All American:

·  
will maintain the fixed assets essential to All American's operations in good operating repair and condition, subject to normal wear and tear, and make repairs and replacements in accordance with prior practices;
 
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·  
will report to us concerning operational matters of a material nature and otherwise report periodically to us concerning any material changes to status of the business, operations, and finances of All American;

·  
will continue to pay and satisfy its liabilities in the ordinary course of business, paying such liabilities in accordance with prior practices ;

·  
will continue to maintain in full force and effect or renew or replace all policies of insurance now in effect which cover the assets or All American and give all notices and present all material claims under all policies of insurance in due and timely fashion;

·  
will not enter into any material leases or contracts for the purchase or sale of products, utilities, or services, except (A) those made in the ordinary course of business or (B) those which may be canceled without liability upon not more than thirty (30) days’ notice; or (C) with our approval;

·  
will use best efforts to preserve the business organization and properties to be transferred hereunder intact, including present operations and relationships with lessors, licensors, customers and employees; use reasonable efforts to preserve for the goodwill of our employees, suppliers, customers, and other persons with whom it has business relations;

·  
will not enter into any contract, agreement, or understanding with any labor union or other association representing any employee; not enter into, amend, or terminate, fully or partially, any benefit plan; and not withdraw any funds from any benefit plan or trust or other funding arrangement maintained pursuant thereto;

·  
will not, except for annual merit increases awarded to non-officer employees in the ordinary course of business consistent with past business practices, authorize or grant any wage or salary increase, otherwise directly or indirectly increase post closing compensation to or for any employee, or agree in any manner to any such post closing increase;

·  
will not create or incur any indebtedness for borrowed money or assume directly or indirectly any debt, obligation, or liability (whether absolute or contingent, whether directly or as surety or guarantor, and whether or not currently due or payable) which will exist after the closing date, except in the ordinary course of business consistent with past business practices and policies and as required for the operation of All American;

·  
will not make any material change in its accounting methods, practices, policies, principles, or procedures, except as necessary to perform the asset purchase agreement, without consulting with us;

·  
will not enter into any lease, sublease, or contract, regarding the acquisition, leasing, or occupancy of any real estate, equipment, vehicles, or other items relating to All American except in the ordinary course of business or upon our approval;

·  
will not sell, convey, lease, abandon, or otherwise dispose of, or grant, suffer, or permit any lien or encumbrance upon, any of its material assets, except on arm’s length terms or in the ordinary course of business;

·  
will not enter into or modify in any manner any material contract to which it is a party except in the ordinary course of business; and

·  
will accrue and/or pay all withholding and other taxes on a timely basis.

No Solicitation by All American

Pursuant to the terms of the asset purchase agreement, All American has agreed that it will not directly or indirectly solicit, entertain or encourage inquiries or proposals, or enter into an agreement or negotiate with any other party, to sell, or enter into any merger on consolidation with respect to, the business of All American, All American, a substantial portion of All American's assets or the shares of capital stock of All American.
 
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All American Shareholder Consent

The acquisition is subject also to the consent by a majority of the holders of voting capital stock of All American. All American will, as a further condition to the closing of the acquisition, obtain this required consent prior to the closing.

Access to Information

To aid in the orderly transition of the business of All American, during the period prior to the closing, All American and its representatives will give us and our representatives, reasonable access to the personnel, properties, contracts, books and records and other documents and data concerning All American as we may reasonably request. 

Indemnification

If the closing occurs, All American has agreed to indemnify and hold harmless us and our respective consolidated corporate parents and subsidiaries, for any damages, whether as a result of any third party claim or otherwise, and which arise from or in connection with the breach of representations and warranties and agreements and covenants of All American or for any brokerage or finder’s fees or commissions or similar payments in connection with the acquisition. We shall indemnify and hold harmless All American from and against any damages which arise from or in connection with the breach of representations and warranties and agreements and covenants of ours. Claims may be asserted once total damages exceed 1% of the sum of the purchase price. Additionally the aggregate liability for losses under the asset purchase agreement shall not exceed 50% of the purchase price. The liability of All American may be further reduced to the extent any loss is covered by insurance or to the extent the loss provides All American or us with any reduction in taxes, operating costs or other economic benefit. The representations and warranties will survive the closing for a period of two years following closing, provided that certain of the representations and warranties will survive for a longer period.

Fees and Expenses

Except as provided in the asset purchase agreement, All American, on the one hand, and we, on the other, shall be responsible for their own fees and expenses (including the fees and expenses of its own lawyers, accountants and other advisers) in connection with the asset purchase agreement and the transactions contemplated thereby, provided that the All American’s expenses shall include only those expenses incurred by them after March 30, 2005.

Public Announcements

All American and we have agreed that any public announcement or similar publicity with respect to the asset purchase agreement will be issued at such time and in such manner as we determine based upon our requirements as a publicly traded company.

Conditions to the Completion of the Acquisition

Our obligations consummate the acquisition are subject to the following conditions:

·  
receipt of stockholder approval from each of our respective stockholders;

·  
the accuracy of the representations and warranties made by All American in the asset purchase agreement as of the closing date and the absence of material adverse changes to the assets, liabilities, business, finances or operations of All American prior to the closing;
 
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·  
the performance of and compliance with all of the covenants made, and obligations to be performed, by All American pursuant to the asset purchase agreement at or prior to the closing, including the delivery of certain required documents;

·  
the requisite third-party consents shall have been obtained; and

·  
the absence of claims by third parties regarding the ownership of All American shares or the entitlement to a portion of the purchase price.

The obligation of All American to consummate the acquisition is subject to the following conditions:

·  
the accuracy of the representations and warranties made by us in the asset purchase agreement as of the closing date and the absence of material adverse changes to our assets, liabilities, business, finances or operations taken as a whole prior to the closing;

·  
the performance of and compliance with all of the covenants made, and obligations to be performed, by us pursuant to the asset purchase agreement at or prior to the closing, including the delivery of certain required documents;

·  
the absence of any injunction or other order that prohibits the sale of the assets of All American in the manner contemplated by the asset purchase agreement.

Termination

The asset purchase agreement may be terminated at any time, but not later than the closing, as follows:

·  
By mutual written consent of All American and us;

·  
By either party if a material breach of any representation, warranty or obligation contained in the asset purchase agreement by the other exists that may not be cured within 30 days written notice of such breach; or

·  
By either party if any conditions contained in the asset purchase agreement have not been fulfilled by the other party.

Effect of Termination

In the event of termination by either All American or us, the asset purchase agreement will become void and have no effect, without any liability or obligation on the part of All American or us.

Assignment

The rights and obligations of a party under the asset purchase agreement may not be assigned without the prior consent of the other parties, except that we may assign any of our rights under the asset purchase agreement to a subsidiary.

Amendment

Any purported amendment to the asset purchase agreement shall be null and void unless it is in writing and signed by the party to be charged with the amendment.
 
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Further Assurances

All American and we have agreed that it will execute and deliver on or after the date of the asset purchase agreement, all such other documents and will take all reasonable actions as may be necessary to carry out the intent of the asset purchase agreement.

THE SECURITIES PURCHASE AGREEMENT (AND RELATED DOCUMENTS)
RELATING TO THE FINANCING

The documents relating to the financing are attached as exhibits to the Current Reports on Form 8-K, filed July 15, 2005 and November 18, 2005 with the SEC. We recommend that you review these documents. A summary of the financing is included also in this proxy under the section heading “Summary” of this proxy statement.

INFORMATION ABOUT ALL AMERICAN

Introduction

All American, which is headquartered in Myerstown, Pennsylvania, is in the business of owning, operating and developing truck stops. Its operations include, but are not limited to, the ancillary merchandising of rights, products, and other goods and services. All American operates 11 (10 of which are directly owned, with the other plaza owned by an affiliate that will also sell its assets pursuant to the Asset Purchase Agreement) multi-service truck stops in the United States that sell diesel fuel and related services to approximately 5,000 trucking accounts and other independent consumers. Its operations are located at primary interchanges servicing major truck routes in the northeast region of the United States, and its facilities, known as “All American Plazas,” offer a broad range of products, services, and amenities, including diesel fuel, gasoline, home-style restaurants, truck preventive maintenance centers, and retail merchandise stores that market primarily to professional truck drivers and other highway motorists.

During the fiscal year ended September 30, 2005, All American generated revenues of $149,625,495 and had a net worth $4,744,486. In addition, recent appraisals show the fair market value of the real estate owned by All American to be substantially higher than the recorded book value required by generally accepted accounting principles (GAAP) in the United States. When the excess of appraised value real estate over book value is added to the balance sheet, All American’s net worth at the end of fiscal 2004 was approximately $63.9 million.

The Travel Plaza and Truck Stop Industry
 
Industry Overview 
 
Today's travel plazas and truck stops represent a major departure from their predecessors of a generation ago. These clean and modern multi-million dollar businesses offer a tremendous array of facilities and services to professional drivers and the traveling public. According to statistics obtained by the National Trade Association, there are approximately 4,500 travel plazas, pumping three-fourths of all diesel fuel sold at retail in the United States. The industry’s primary customers consist of commercial trucking fleets and professional truck drivers that comprise the long-haul sector of the trucking industry.
 
                 The trucking industry is rapidly growing. According to a report published by the Bureau of Transportation Statistics (BTS), truck travel grew by more than 90% between 1980 and 2002 while lane-miles of public roads grew only 5% (www.bts.gov/publications/freight_in_america/html/nations_freight.html). A Federal Highway Administration report estimates that between 1998 and 2020, U.S. freight tonnage is expected to grow by 70% and the value of freight shipments is expected to more than triple to nearly $30 trillion (USDOT FHWA, Freight Facts and Figures 2004).
       
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All American Plazas, Inc.

All American Plazas, Inc. traces its roots to 1980 when the Company's founder, Glen Mitstifer, acquired his first truckstop in Carlisle, PA. The Company at that time was incorporated as All American Auto/Truck Plazas, Inc. A silent partner in the business sold his interest in the early 1980's to Carlos Leffler, who owned other companies involved in the wholesale and retail distribution of motor fuels and propane. By 1987, under the guidance of Mr. Mitstifer and Mr. Leffler, the company prospered and grew to a total of seven travel plazas in central PA.

In the mid 1980's Mr. Leffler had acquired a majority interest in another group of truckstops in central PA, incorporated as Truck Terminal Motels of America, Inc.("TTMA"). In November 1988, the four TTMA truckstops and the seven All American Auto/Truck Plaza locations were merged, and All American Plazas, Inc. was formed.

All American continued to prosper in the early 1990's, adding a twelfth location in Doswell, VA, and completely re-building several locations, such as Milton, Clarks Ferry and the three Gables sites. Mr. Mitstifer was also very active in the formation of AMBEST in 1989, an alliance of independently owned travel plazas formed to offer a nationwide network that would allow the independent operator to effectively compete with national chains. Eight of the All American locations were affiliated with AMBEST.

In 1994 Mr. Leffler passed away, which led to the acquisition of his shares by Mr. Mitstifer in June 1995. As a result of this transaction, Mr. Mitstifer held roughly 88% of the Company's voting shares. By late 1995, Mr. Mitstifer had been joined in the business by his two sons, Richard and Mark, who oversaw the financial and operational aspects of the Company, respectively. Richard had sixteen years of experience in commercial banking, and Mark had been with the Company since its inception in 1980.

The competitive environment in the Pennsylvanian truckstop business changed dramatically in early 1995 when Utah-based chain Flying-J entered the state, choosing to build in Carlisle, Pennsylvania. During the same time period, other national competitors, such as Pilot and Petro Stopping Centers, had built or were planning new sites across the state. In early 1997, two of the larger chains in the industry, Union 76 and Travel Centers of America were merged, both being controlled by the same investment group. This merger impacted All American's Breezewood location, which had been a Union 76 franchise. The loss of a national affiliation at Breezewood opened the door for discussions with Petro and the next major change in Company history.

In December 1997, a written understanding was entered into with Petro, whereby three locations (Breezewood, Milton and Frystown) were to become Petro franchise sites, and a fourth (Carlisle) was to be franchised or sold to Petro. In February, 1998 the Breezewood and Milton sites were converted to Petro's. The Frystown site was going to require significant renovations to meet Petro standards and Carlisle needed to be a ground-up rebuild, so both were put on hold for future consideration. Currently, All American pays Petro approximately $600,000 per year as part of its existing franchise arrangements with Petro. The franchise agreements cover the Breezewood and Milton sites. All American is required to maintain and offer facilities at these two facilities which other Petro locations similarly offer. The franchise agreements allow All American to market the two facilities under the “Petro” brand name, which All American feels currently have significant brand recognition. The franchise agreements are for three year terms and are automatically renewable.

Other company locations were also undergoing changes as a result of the competitive environment, a downturn in the trucking industry and managements decision to franchise with Petro. The SOCO All American in Carlisle had been closed in 1997 and the site put on the market. Part of the agreement with Petro restricted the future use of the site, so that no truckstop competitor would open on the site. Management also decided to sell its Pine Grove, PA location to an independent operator, because it would reduce debt and the location could not be converted to a Petro. By the end of 1998, All American was operating ten truckstops and a motel.

In 2000, recognizing the amount of capital necessary to convert Carlisle and Frystown to Petro, the decision was made to sell the Carlisle site to Petro. The sale was completed in October 2000, which included the truckstop property and an adjacent motel site. AAP continued to operate the Carlisle All American until June 2001, while Petro built their new truckstop on the frontage that was occupied by the motel. By the end of 2001, a portion of the sale proceeds were used for upgrades at the Breezewood and Milton sites, while a new truck repair shop was constructed in Frystown as part of that Petro conversion. The ultimate conversion of the Frystown site was delayed due to a lack of available funds, as proceeds of the sale were used to pay off mortgage debt on the Doswell, VA location. This location had been under agreement of sale but the agreement was not finalized.

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In early 2002, Mr. Mitstifer, decided to begin the process to sell All American and position himself for retirement. Initial discussions were held with Petro, who had a contractual right of first refusal, due to existing franchise agreements. A favorable deal could not be negotiated with Petro, and Petro allowed talks to begin with other interested purchasers. One of the interested parties was a Connecticut based operation that was led by Frank Nocito, who was ultimately the successful bidder. As part of his group of business interests, Mr. Nocito already operated two independent truckstops, one in NY and the other in NJ. In October, 2003 a stock sale was completed to a newly formed entity, All American Industries Corp. The sale price was $27.5 million; approximately $16.5 was devoted to the assumption of debt, and the balance of $11.2 million was structured with $4 million due at closing, $3 million due at the first year anniversary of the sale, and the balance to be paid to former shareholders over the next seven years. Mr. Mitstifer, the founder, retired and the company's day to day operation is led by his son, Richard Mitstifer, President, Roger Roberts, Vice President of Operations, Louis Aponte, Vice President and Dan Johnston, Comptroller.

All American operates eleven locations. Eight are part of the original group of All American locations, two locations (Carney’s Point and Strattanville) which were previously managed have been recently acquired and the other location (Belmont) is operated under a management agreement and will be sold by an affiliate pursuant to the Asset Purchase Agreement for the purchase price. , In January 2004, the Company closed a leased site in Carlisle, PA. The lack of profitability at the site did not make renewal fiscally feasible.
 
During the first year of operation All American implemented various cost saving programs that has returned the Company to profitability. Changes have been implemented in restructuring personnel and operations which has already reduced annual operation costs by more than $1 million and additional improvements will continue. In addition, approximately $500,000 has been saved on an annual basis after having negotiated a new fuel contract with better credit terms and lower prices. Other cost savings have been implemented by reducing the work force by 15% which also resulted in an annual savings of $200,000 in workmen's compensation insurance. In addition, the Company signed-on with a new health insurance provider and implemented a 50/50 employee premium contribution plan which has saved an additional $100,000 to the Company on an annual basis.

Competitive Advantage

Increased competition and consolidation among trucking companies in recent years has heightened truck fleet owners’ focus on reducing their operating costs. This trend has placed additional pressure on diesel fuel margins for all industry participants. In addition, from time to time, All American may face intense price competition in certain geographic markets. Industry studies indicate that approximately 61% of stops made by professional truck drivers are for reasons other than the purchase of fuel. Professional truck drivers rate meals, parking, and cleanliness as key factors in determining which truck stop they use. As a result, All American believes that its average site size, user-friendly facility design, and broad offering of non-fuel products, services, and amenities will continue to attract the professional truck driver and should continue to sustain All American’s competitive advantage in spite of fuel pricing competition.

Regulators concerned with the number of fatigue related accidents have limited the number of hours a professional truck driver is permitted to drive. New hours of service regulations, in effect since January 4, 2004, increased the mandatory rest periods professional truck drivers are required to take. All American believes these new regulations will increase the time that professional truck drivers spend in multi-service travel centers, thereby increasing demand for higher margin merchandise and services. This factor, together with a high driver turnover rate, may also result in trucking fleets being more inclined to promote and encourage their drivers to use full-service truck stop chains, such as an All American Plaza, as a method of improving their driver retention.

Business Strategy

The mission of All American is to steadily become one of the premier truck stop operators in the United States and to achieve ongoing sales revenues from the acquisition and operation of truck stops throughout the United States.
 
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All American believes that there are currently more than 150 truck stops available for acquisition at commercially reasonable terms in the United States. The need for such facilities will continue long into the future and the development of ancillary properties associated with such facilities acquired will maximize revenue. All American intends to target those companies available for acquisition that have a recognized presence, and will work to convert other independent locations into All American-owned facilities.

To improve and maintain sales, All American is currently upgrading signage and gas islands with a completion date of December 2005. All American has also partnered with TransMontaigne Product Services in diesel branding with a desired result of having a nationwide network of the All American brand. We are investigating the feasibility of offering Bio-diesel fuel at our locations via another collaboration with TransMontaigne. We believe this will put us at a competitive advantage since many of our competitors do not and, to our knowledge, do not currently have plans to implement such a program. We believe, however, that the recent natural disasters in the U.S. Gulf Coast have demonstrated that the cost of alternative products will be in demand.

To increase diesel sales, All American has contracted with Truckstops Direct, a well-known marketing group, to market our locations to fleets that do not presently use our locations. With the assistance from Truckstops Direct, All American has been successful in bringing new accounts into the locations.
 
               All American operates two Petro locations in Milton and Breezewood, PA. A third location, Frystown, PA, is scheduled for conversion to Petro in 2006. When completed, we believe this will enhance our offering at these locations and strengthen our presence.

Business Operations and Strategic Alliances
 
TMG & Its Fuel Management Platform
 
All American has entered into a fuel supply agreement with TransMontaigne Product Services, Inc. (“TMG”), which provides All American with direct access to TMG’s “Best Practice Fuel Management Platform”. The TMG platform allows All American to act as its own wholesale fuel distributor to TMG truck stops without any capital investment whatsoever. TMG generates over $9 billion in annual revenues and owns 55 oil and gas refineries throughout the U.S. with a total capacity of 21 million barrels of oil equivalents. In 2004, All American consolidated its fuel supply agreements with TMG and purchased $100 million in fuel from TMG. Based on its agreement with TMG, All American’s fuel supply has been market sensitive with minimum markup. The relationship with TMG has allowed All American to pass along a portion of these cost reductions to its customers, providing it with a distinct competitive advantage in the truck stop marketplace. In addition, TMG provides All American with better credit terms than other retail fuel suppliers. Typically, in the truck stop industry, competitors have 10 or less days to pay for inventory while All American has a 15-day grace period, resulting in improved cash flow and earnings.

TMG

TransMontaigne, Inc., the parent company of TMG, is a refined petroleum products distribution and supply company based in Denver, Colorado, with operations primarily in the Gulf Coast, Midwest and East Coast regions of the United States. TransMontaigne predominantly distributes refined petroleum products, such as gasoline, diesel fuel, heating oil, jet fuel and kerosene, and some fertilizer, chemicals and other commercial liquids. TMG provides integrated terminal, transportation, storage, supply, distribution and marketing services to refiners, wholesalers, distributors, marketers and industrial and commercial end users of refined petroleum products. Its principal activities consist of terminal, pipeline and tug and barge operations and supply, distribution, marketing and supply management services.

TMG has assembled an asset infrastructure and developed a shipping history on common carrier pipelines, which are focused on the distribution of refined petroleum products from the Gulf Coast to the Midwest and East Coast. TMG owns and operates terminal infrastructures that handle refined petroleum products and other commercial liquids with transportation connections by pipelines, tankers, barges, rail cars and trucks to its facilities or to third-party facilities. At its terminals, TMG provides throughput, storage, injection and distribution related services to distributors, marketers, retail gasoline station operators and industrial and commercial end users of refined petroleum products and other commercial liquids. During the fiscal year ended June 30, 2004, TMG owned and operated 55 terminals with an aggregate capacity of approximately 21.4 million barrels of refined petroleum products.

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TMG has purchased refined petroleum products primarily from refineries along the Gulf Coasts of Texas and Louisiana, and has such products delivered to its own and third party terminals. TMG sells its products primarily through rack-spot sales, contract sales and bulk sales to cruise ship operators, commercial and industrial end users, independent retailers, distributors, marketers, government entities and other wholesalers of refined petroleum products and also provides supply chain management services to industrial, commercial and governmental customers that have large ground vehicle fleets. TMG’s customer base includes companies involved in the manufacture and distribution of consumer products, express shipping services, waste disposal services, transportation services and state and local government entities.

Best Practice Fuel Management Platform

TMG has developed a proprietary combination of software programs and databases to provide TMG and its customers with access to essential real time data with respect to how to purchase and procure fuel from TMG in the optimal manner and at the best prices available. The TMG platform ensures a reduction of fuel costs by facilitating tactical decisions and also provides the opportunity to analyze the data so as to make strategic decisions. The following are some key features of the TMG platform:
 
Integration of data: Normal day-to-day fuel management involves a number of systems and usually involves much spreadsheet work, duplication of data and manual touches to integrate the different systems. The platform data-level integration eliminates duplication, speeds up production of reports and manual collation of data, integrates different systems with a consistent set of data and provides better and more consistent data for decision making.

Fuel procurement snapshot: The fuel procurement screen provides a snapshot for all sites in a single screen, which allows for quick decision-making. The snapshot includes, in a single screen, a list of all sites and their respective statuses, physical inventory, forecasted consumption and minimum and maximum number of loads that can be dispatched.

Procurement optimization by moving up the supply chain: The platform is not only geared towards providing a reduction of fuel costs by facilitating tactical decisions, but also provides an opportunity to analyze the data so as to make strategic decisions. This is accomplished by encouraging all suppliers to provide a breakup of the delivered costs into product and freight, which facilitates a comparison of the freight component with the freight in that market area, thereby allowing a customer to check for reasonableness and ensure corrections, if necessary. The platform also provides for a comparison of the product price at the rack with industry indexes.
 
Improved release life-cycle management: The release life cycle starts from the time the release is created to dispatch a load to a site and continues until both the freight and product is paid. A release goes through many steps along the way, from site and hauler actualization to the automated matching process that verifies the validity of the actualization information. The inventory reconciliation process provides yet another check, until the freight and product payables are finally created and interfaced with the financial system. The platform provides user interfaces, reports and automated processes to manage the life cycle of a release thereby providing for an integrated and robust system that conforms to best practices.
 
Independent Truck Stops
 
In early 2004, Frank Nocito acquired a 33% equity interest in Truck Stops Direct (“TSD”), which represents 140 independent truck stops across the U.S. and provides certain benefits to its members for a small monthly fee ranging from $600 to $1,000 per month. Mr. Nocito assigned rights he acquired in connection with his interest in TSD to All American. Among the benefits offered by TSD are the following:

·  individualized direct fleet marketing
 
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·  reduced transaction fees with the major fleet cards
·  better than wholesale discounts on shop and store merchandise
·  reduced pricing for TripPak services
·  competitive monthly retainer fee and no “per gallon” marketing fees or other special charges
·  reduced membership retainer fees for multiple locations
·  no lengthy contracts (60-day written notice of termination by either party)
·  limited network of travel centers, with no overlapping of locations

Provided that the acquisition is completed, TSD has orally committed to grant All American the right to acquire the remaining stock of TSD and immediately thereafter, enter into license agreements with the majority of existing TSD members such that each independent truck stop now uses the name “All American Plazas”. The license agreements will provide better credit terms for fuel purchases, cheaper fuel prices, proprietary credit cards and a new customer base utilizing All American’s already existing cost plus contracts with national truck fleets to the truck stop owner(s)/licensees.

Through the licensing agreements with the TSD members and the use of the TMG platform for such TSD members, All American believes it will be able to significantly expand the All American Plaza brand and generate recurring revenues without incurring the initial capital expenses of building or acquiring a new truck stop. These revenues are primarily pre-tax profits, generated without acquiring the actual bricks and mortar, employees, debt, carrying costs and all of the other costs associated with direct truck stop ownership. All American anticipates that it will establish and create non-capital intensive, high profit margins, and recurring revenues during fiscal year 2005 with the implementation and integration of the TMG platform and management assistance.

Cost Plus Supply Agreements with Truck Fleets
 
    All American has entered into “Cost Plus” supply agreements with a substantial number of major national trucking companies, such as JB Hunt, Werner Enterprises, USA Truck, Pensken Truck Leasing and Prime Inc. These contracts provide that the truck fleets will pay a set margin over All American’s cost of fuel. National truck fleets will not allow their drivers to purchase fuel at truck stops that are not party to cost plus supply agreements with them. The agreements result is increased revenues and stable, predictable profits for All American. The advantage for the truck fleets is that they have long term fuel supply agreements which provide fair pricing over time while lessening the volatility of fuel prices.

    All American Realty & Construction, Inc.
 
    In 2005, All American formed a wholly owned subsidiary named All American Realty & Construction, Inc. (AARC) for the purpose of real estate development and construction. Future development will create additional revenues from the substantial undeveloped surplus real estate All American owns at its truck plazas. All American has more than 150 acres of real estate which is not being utilized by the truck plaza business and has engaged an outside real estate company to produce a full land use survey.

Competition

    The United States truck stop industry is highly competitive and fragmented. All American has two primary sources of competition: (1) limited service “pumper” truck stops, which focus on providing fuel, typically at discounted prices, while offering only limited additional products and services, and (2) multi-service travel centers, which offer professional drivers and the public a wider range of products and services. All American believes there are approximately 2,400 multi-service and pumper truck stops located in the United States. Approximately 30% of the truck stops are operated by five national chains and such national chains accounted for approximately 83% of all diesel fuel gallons sold over-the-road.

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The three industry leaders in truck plazas are Flying J Inc., Pilot Corporation and Petro Stopping Centers, L.P..

Flying J Inc.

Established as a small petroleum marketing company in 1968 with four retail gasoline stations, Flying J Centers Holdings, L.P. has grown to become the largest retail distributor of diesel fuel in North America. Flying J is a fully integrated petroleum company engaged in the exploration, production, refining, transportation, wholesaling and retail marketing of petroleum products. Employing 11,500 people nationwide, the company also owns and operates travel plazas, convenience stores, restaurants, motels and truck service centers. In addition, Flying J’s affiliated companies offer a variety of services including, insurance, financial services, communication services, load and equipment facilitation services, truck fleet sales and other interstate travel services.
 
Flying J’s sophisticated network of 165 state-of-the-art travel plazas and fuel stops is located along national highways in 41 states and three Canadian provinces. Another 27 facilities are presently under construction or in various stages of the permitting process with openings scheduled throughout the next two years.
 
Pilot Corporation

Pilot Corporation was founded in 1958 as a single, family-owned gas station in Gate City, Virginia. In 1976, Pilot built its first convenience store and began converting the rest of its locations to convenience stores. Pilot’s first travel center opened in 1981, and travel centers have been the main thrust of its business since then. In 1988, Pilot began concentrating on expanding its travel center operations into a nationwide network. Pilot opened its first travel center with a fast-food concept in 1988.

 
By 2001, Pilot operated 65 convenience stores and 140 travel centers in 37 states. On September 1, 2001, Pilot and Marathon Ashland Petroleum (MAP) entered into an agreement to form Pilot Travel Centers (PTC). MAP is the sixth largest refiner of petroleum products in the country, and its sales are approximately $20 billion. Pilot is currently the nation’s largest operator of travel centers and largest seller of over-the-road diesel fuel. PTCs sell nearly 18% of all over-the-road diesel fuel sold in the United States. A typical PTC includes one or more nationally known chain restaurants, a broad range of retail merchandise, automobile and truck fueling facilities, and a variety of other services aimed at professional drivers and interstate travelers.

Petro Stopping Centers, L.P.

Petro, generally regarded as the industry’s standard, was founded in 1975 to provide professional drivers the highest standards of friendliness, cleanliness, quality, value, and service. Over the past 30 years, Petro has led the truck stop industry in many innovations such as private, lockable driver showers, segregated truck fueling lanes, chain-wide breakfast, lunch and dinner buffets, 24-hour free movie theatres, a driver loyalty program and Idle/fire HVAC equipment.

Governmental and Other Regulations

Government Regulation

All American is subject to various governmental regulations. These include the collection and payment of taxes, complying with government standards, and maintaining various government permits and licenses.

All fuel island equipment must follow the standards set forth by the Bureau of Weights & Measures. The bureau inspects and tests fuel equipment twice annually. Fuel islands must also have adequate cut-off switches and systems in the event of an accidental spill or fire. The scales at each location are tested annually. Each scale operator must have a public weigh master license, which is issued by the Bureau of Standard Weights.

Most All American locations have eating establishments that must follow regulations set forth by the applicable State, as well as the posting of a license issued annually by the Department of Agriculture. Inspections of All American restaurants are performed by the respective States to verify compliance with restaurant standards for food storage and preparation. Fire suppression systems are also required in all cooking areas and are subject to periodic inspection.

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Each retail store is required to post a Cigarette Dealer license (or similar license). In Pennsylvania this is issued by the Department of Revenue Bureau of Business Trust Fund.

In Pennsylvania, the Department of Health issues a certificate of registration which is required to conduct and maintain a facility in accordance with the provisions of the Controlled Substance, Drug, Device and Cosmetic Act #64, approved September 9, 1972.

All American is also subject to various standard taxes. These taxes include federal and state corporate taxes, sales tax, payroll tax, tire recycling fees, and occupancy taxes. All American also collects motor fuel taxes from customers. These motor fuel taxes are withheld by our suppliers upon our purchase of fuel and the supplier files and pays the motor fuel taxes. All American does not directly file motor fuel tax returns for gasoline or diesel.

In Pennsylvania, all "Pressure Vessels" are regulated by the Bureau of Occupational and Industrial Safety, which is part of the Pennsylvania Department of Labor and Industry. Pressure vessels include boilers that can be a component of a locations hot water and/or heating system, and also all air compressors. Air compressors are used in our truck repair facilities, and could also be part of a locations water delivery or HVAC systems. They must be registered with the State and are inspected annually.

Environmental Regulations 

Environmental regulation for All American truckstops generally falls into three primary categories: (a) sewerage treatment plants; (b) stormwater and spill runoff control; (c) tanks and lines used for delivery of petroleum products; and (d) waste product disposal.

All American owns and operates four on-site sewerage treatment plants at Pennsylvania locations - Frystown, Milton, Clarks Ferry and Strattanville. All four plants must be monitored and maintained daily by licensed operators. All American does have some employees who are licensed operators but have also engaged the services of an outside company that specializes in the operation of treatment plants. They collect affluent samples, handle all reports that are submitted monthly to the State and procure any permits as required. The plants must all comply with strict standards of structural integrity and affluent concentrations, as they all discharge directly to streams and rivers.

Stormwater and spill control is critical, especially at those locations that are adjacent to waterways. Most All American locations do have some form of retention basin to catch stormwater, although most are somewhat passive in their process. Others, such as Doswell, VA actually have a system of skimmers and booms in place that are designed to actively filter the outflow. All garages and fuel islands are required to have an Oil/Water separator that is designed to catch any serious spills of petroleum products. These systems are not designed to filter rainwater, but are targeted towards spills that occur on the fuel islands or in the garages. These tanks must be periodically inspected and emptied of any petroleum products. Where possible, they are required to filter into a sewerage treatment plant, while others are piped to a retention pond.

All tanks of certain size, whether aboveground or underground, are required to be registered with the State and are subject to periodic inspection and testing. Lines leading to pumps are also tested, normally on an annual basis. Most of All American's locations have double walled tanks that employ the use of an interstitial space to actively monitor any leaks in tanks. The leak detection systems electronically send data to the fuel desk area and an alarm would sound if a problem is detected. In addition to the electronic monitoring of tanks, All American is required by law to keep a daily log of fuel levels in the tanks, which log is reconciled daily against deliveries and product sales to spot any shortages that may be the result of a leak. The State of Pennsylvania maintains an active Underground Storage Tank Indemnification Fund ("USTIF"). AAP pays money into the USTIF based on tank capacity for diesel fuel and actual gallons of gasoline purchased.

      All American must also abide by guideline relating to the disposal of waste products. All battery cores are taken back by their original suppliers. Tire casings are collected in trailers and hauled away by a certified recycler, and all oil filters are crushed and drained prior to disposal. Waste oil is either burned in our own heating systems or sold to a certified recycler.

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Risk of Loss and Liability Insurance

All American maintains all insurance in types and amounts which are customary in the industry for operations of its scope. All locations are covered by property, liability and boiler and machinery insurance. All American also maintains excess liability insurance. All American does not maintain business interruption insurance. Certain states require that All American maintain disability and/or workman’s compensation insurance, and All American is in compliance with such requirements. Flood insurance is maintained on the Clark’s Ferry property only.

Employees

As of June 16, 2005, All American had a total of 640 employees, of which 570 were full-time and 70 were part-time. At such date, 50 of All American’s full time employees were salaried and performed executive, management, or administrative functions and the remaining 520 employees were paid by the hour. All American has never had a work stoppage and management characterizes its relations with its employees as good.

Litigation

There are no pending material legal proceedings against All American. Moreover, all litigation in the ordinary course of business is covered by insurance.

Indebtedness

All American is party to a number of credit facilities of varying size, terms and conditions, which have been used by All American and its affiliates and subsidiaries to support their operations, for working capital and capital acquisitions for expansion.

In August 1999, All American borrowed $10 million from GMAC, successor in interest to FMAC. The loan collateralized by first mortgages on certain properties owned by All American, and currently has an outstanding balance of approximately $8 million. Bayview Capital loaned All American $8 million, collateralized by a first mortgage on Milton Petro Truck Stop, which loan was subsequently assigned to Capital Crossing Bank and currently has an outstanding balance of approximately $4.5 million. In March 2004, All American borrowed $2.1 million dollar, all of which is currently outstanding, from Fundex Capital Corp., collateralized by a second mortgage on Milton Petro Truckstop. Such loan from Fundex currently accrues interest at the rate of 13.25% per annum and was originally payable in September 2005 but has been extended for an additional nine months.
 
                On January 9, 2006 a contract of sale was executed, whereby Nova Ten Realty Corp, a wholly owned subsidiary of All American, agreed to purchase all the real estate and assets of a truck stop location for which All American was previously providing management services for the sum of $3,600,000. The purchase price was paid as follows: $2,100,000 to Sovereign Bank to satisfy the outstanding mortgage on the property, and a $1,500,000 Note and second mortgage payable to the Seller. At closing, $2,500,000 was borrowed by All American and Nova Ten Realty (as co-makers) from Bridge Funding, Inc., who has taken a first mortgage lien on the property now owned by Nova Ten Realty. Proceeds of the loan were used to satisfy the Sovereign Bank Loan of $2,100,000 and the balance was used to cover interest reserve, closing costs and a loan to a related party. Repayment terms for this loan are interest only, payable monthly at the Wall Street Journal prime rate plus 8.75%, with a minimum rate of 16% per annum for twelve months. Unpaid principal and accrued interest after twelve months is due in full on February 1, 2007.

All American Industries, Inc. ("AAI"), the majority shareholder of All American,  is the maker of a promissory note to the sellers of All American of which the amount now outstanding is $6.5 Million, and which is secured by second mortgages on Carlisle Gables, Frystown Gables, Doswell, Carlisle Soco, Harrisburg Gables. The promissory note is guaranteed by All American.

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On December 15, 2004, Timothy Harrington, the then Chief Executive Officer of Able Energy, Inc. sold an aggregate of 1,007,300 shares of Able’s common stock to All American. The purchase price for the sale was $7,500,000, of which $2,750,000 was paid in cash and All American issued promissory notes in the aggregate principal amount of $4,750,000 to Mr. Harrington. For the first 12 months, only interest was payable to Mr. Harrington. Thereafter, principal and interest shall be payable on a monthly basis. In the event All American and Able were to enter into any transaction pursuant to which the promissory notes become an obligation of Able and Able enters into a material financing transaction, the notes will become immediately due and payable.

On July 27, 2005, Able made a loan in the amount of $1,730,000 to All American and All American executed and delivered a promissory note for the full amount of the loan in favor of Able. Under the terms of such promissory note, the outstanding principal of the loan bears interest at the rate of 3.5% per annum (which has been increased to 6.5% for any period the loan remains outstanding after March 30, 2006). All payments of principal and accrued interest are payable sixty days after the date of the promissory note, although All American may extend the repayment for an additional thirty days upon written request.

On January 12, 2005, All American entered into an agreement to factor accounts receivable with Crown Financial, LLC (“Crown”). In accordance with the account purchase agreement, All American received a $2,000,000 initial advance from Crown. On the 15th and 30th of each month All American has agreed to pay Crown a fee equal to 2.5% of outstanding advances from the proceeding period. All American has agreed to pay Crown a minimum fee of $200,000 for the first 60 days of the agreement. Not withstanding the foregoing, All American will pay Crown a fee on January 15, 2005 equal to a per diem rate of .1666% applied to the initial advance for the period from the initial advance to January 15, 2005 in addition to $10,000 for legal and travel expense associated with the transaction.

All American obtained financing of $6,450,000 from Avatar Income Fund I, LLC and $2,050,000 from Avatar Funding Group, LLC (“Avatar”) on April 14, 2005, which are collateralized by a first, second or third mortgage on certain real estate owned by certain of All American and are guaranteed by an officer of All American. This financing was used to pay certain of All American’s other debt obligations. At closing All American paid total closing fees of $527,385 and any legal and inspection fees required for the financing. Repayment terms for these loans are interest only, payable monthly at the Wall Street Journal prime rate plus 7% with a minimum rate of 11%, starting June 1, 2005. Unpaid principal and accrued interest is due on November 1, 2005, the maturity date. All American has exercised its option to extend these loans for an additional six months and has paid Avatar a 2% extension fee.

In June 2005, All American obtained financing in the amount of $5,000,000 from Lilac Ventures Master Fund Ltd (Lilac) for working capital of All American and for purposes of acquiring from CT Realty LLC, all of the issued and outstanding stock of Yosemite Development Corp. and 100% of the Membership\Unit interests in Mountainside Development, LLC. The loan is evidenced by secured debentures, which shall be repaid within two years from the date of issuance, subject to the occurrence of an event of default, with interest payable at the rate per annum equal to LIBOR plus 4%, payable on a quarterly basis beginning October 1, 2005. The loan is collateralized by real estate owned by All American in Pennsylvania and New Hampshire. In the event that Able Energy does not complete the acquisition of certain of All American’s assets by June 2006, All American shall be considered in default of the loan. The mandatory prepayment amount due upon this event of default would be the greater of 125% of the principal amount or an amount as defined in the secured debenture agreement. Pursuant to the Additional Investment Right between All American and Lilac, Lilac may loan All American up to an additional $5,000,000 on the same terms and conditions as the initial $5,000,000 loan, except for the conversion price of the debentures. If the acquisition of certain of All American’s assets by Able Energy is consummated, this loan may be assumed by Able Energy.
 
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On May 26, 2005, All American acquired the real estate of certain properties in New Hampshire from CT Realty in the amount of $6,700,000. This acquisition was funded through the partial proceeds of the loan from Lilac Ventures in the amount of $3,200.000. The remaining amount of $3,500,000 is a note payable to CT Realty at 8% per year with interest only until maturity in May 2010. This note was netted with receivables owed to All American by CT Realty bringing the amount of the note to $3,039,402.
 
On January 9, 2006, All American obtained financing of $3,500,000 from Columbian Bank & Trust Company (“Columbian”), collateralized by a mortgage position in certain real estate owned by All American. A portion of the financing was used to pay $500,000 of the principal due under a loan with Avatar Funding Group and $500,000 of a loan with Avatar Income Fund. The remaining proceeds of the loan were used as follows: $1,600,000 for working capital, $450,128 in loan closing, legal and title fees, $201,250 held in escrow for an interest reserve and the balance of $248,622 was loaned to a related party. Repayment terms for this loan are interest only, payable monthly at the Wall Street Journal Prime rate plus 4.50%. There is no prepayment penalty on the loan, provided a minimum interest of $201,250 has been accrued and paid as of the date the loan is paid off. Unpaid principal and accrued interest is due in full on July 9, 2006. All American has an option to extend this loan for an additional six months, provided All American pays Columbian an extension fee of 2% of the outstanding balance, plus an amount of interest reserve equal to two months interest at the rate then in effect.
 
On February 1, 2006, All American obtained financing of $6,500,000 from Columbian, collateralized by a mortgage position in certain real estate owned by All American and Keystone Capital Group. A portion of the financing was used to pay $750,000 of the principal due under a loan with Avatar Funding Group and $750,000 of a loan with Avatar Income Fund. Repayment terms for this loan are interest only, payable monthly at a fixed rate of 11.50%. There is no prepayment penalty on the loan, provided a minimum interest of $186,875 has been accrued and paid as of the date the loan is paid off. Unpaid principal and accrued interest is due in full on August 1, 2006.
 
        As disclosed in a Current Report filed on Form 8-K of Able dated July 7, 2006, on July 5, 2006, Able loaned All American the sum of $905,000. This loan was evidenced by a promissory note made by All American in favor of the Company in the principal amount of $905,000 bearing interest at the rate of the prime rate as published in the Wall Street Journal plus two percent (2%). The proceeds of this loan will be used by All American in connection with transactions contemplated under a Share Exchange Agreement with CCI Group, Inc. ("CCIG"), a company listed on the OTC Bulletin Board, whereby shares of CCIG stock will be ultimately convertible into a number Able’s common stock currently owned by All American. All American will also assume certain debt obligations of CCIG and certain of its affiliates.
 
Facilities

All American’s facilities are designed to offer a number of benefits to truck fleet operators and drivers. These benefits generally include well-lit and fenced parking lots to enhance security for drivers, trucks, and freight; spacious parking areas and traffic flow patterns designed to reduce accidents; and fewer stops and out-of-route miles through the use of one-stop, multi-service facilities. The facilities offer separate gas and diesel fueling islands, restaurants, truck preventative maintenance and repair services, and travel and convenience stores offering an array of merchandise selected to cater to professional truck drivers’ needs during their long periods away from home. Additionally, All American provides amenities such as telephones, fax machines, computers and other communication services, photocopying and postal services. All American Plazas also offer certified truck weighing scales, truck washes, laundry facilities, private showers, game, television and movie rooms, and barber shops.

Set forth below is information with respect to existing All American Plazas as of December 2005. Full appraisals were conducted on the properties owned by All American by a professional outside appraisal company based in New York that specializes in evaluating properties of this type. All valuations are based on the “as is” market value of the fee simple estate in the facility.
 
The appraisals were performed by Originators Resource Group, Inc. (“ORG”), with its main offices in New York City. ORG has over twenty years of experience in the appraisal of commercial and other income, including core real estate producing properties. All appraisals conducted by ORG in connection with the properties were conducted by appraisers with “MAI designation”. MAI designation is the highest designation afforded by the Appraisal Institute, a widely-recognized industry regulatory body. The purchasers of All American, prior to the completion of their purchase of All American in 2003, selected ORG as an appraiser based upon recommendations of a third-party, unaffiliated mortgage financing institution with whom such purchasers began discussions for mortgage debt refinancing opportunities. Except for the engagement for the property appraisals, ORG does not have any material relationship with any past or present principal of All American. Property appraisals were conducted based on the “as is” fee simple use of the respective properties and contained standard and customary assumptions for the applicable industry.

Name of Facility
Description of Facility
                  Valuation
 
Frystown All American
Bethel, Pennsylvania
The facility is comprised of a full-service truck stop situated on an approximately 50 acre irregularly shaped site conveniently located on the west side of Route 645, less than 1/4 mile south of exit 10 of Interstate 78. The property is equipped with one- and two-story restaurant/driver amenities (showers, lounge, etc.)/motel/convenience store facility which was built in 1972, a part metal-and-concrete block five-bay truck repair building, and a metal maintenance building, and is 100% occupied. The improvements encompass approximately 30,000 square feet.
$11,300,000
     
Clarks Ferry All American
Duncannon, Pennsylvania
The facility is comprised of a full-service truck stop situated on an approximately 7.4 acre irregularly shaped site conveniently located on the east side of Benvenue Road (Route 22/322), less than ½ mile south of US Route 11 / 15. The property is equipped with a 17,100 square foot truck stop facility that was built in 1990 and is 100% occupied. The improvements include 8,800 square foot one-story (w/basement) restaurant/driver amenities (showers, lounge, etc)/convenience store facility, a 2,000 square foot two-story single-family house, a 2,500 square foot two-story 8-unit single room facility, a 2,700 square foot two-story management building, and a 1,100 square foot two-story concrete maintenance building.
$6,300,000
 
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Name of Facility
Description of Facility
Valuation
Breezewood Petro
Breezewood, Pennsylvania
(Currently operating under a long term lease with an option to purchase to be negotiated.)
The facility is comprised of a full-service truck stop situated on an approximately 7.7 acre irregularly shaped site conveniently located just south of Route 30, just east of Interstate 70 and just west of Interstate 76. The property is equipped with a 16,500 square foot truck stop facility that was built in 1963 and is 100% occupied. The improvements include a 14,400 square foot one-story (w/basement) restaurant/driver amenities /convenience store facility, and an approximately 6,000 square foot two-story concrete-block truck repair building.
$13,200,000
     
Carlisle Gables
Carlisle, Pennsylvania
The facility is comprised of a full-service truck stop situated on an approximately 8.0 acre irregularly shaped site conveniently located off of Interstate 81 (Exit 52) as well as Interstate 76, or the Pennsylvania Turnpike (Exit 16). The site is equipped with a brick 3,500 square foot one-story gasoline station/convenience store and truck wash building that that was built in 1987 and is 100% occupied.
$2,700,000
     
Frystown Gables
Myerstown, Pennsylvania
 
The facility is comprised of a truck stop situated on an approximately 10 acre irregularly shaped site conveniently located on the east side of Route 645, less than 1/4 mile south of Exit 10 of Interstate 78. The property is equipped with a masonry-panel 2200 square foot one-story gasoline station/convenience store facility including amenities (showers) that was built in 1990 and is 100% occupied. (Note: Approximately 40 adjacent acres is owned by All American and is industrial/commercial zoned land, approved for subdivision, but no plans are currently in place to develop the land).
$7,100,000
 
     
Doswell All American
Doswell, Virginia
The facility is comprised of a full-service truck stop situated on an approximately 54.3 acre irregularly shaped site conveniently located on the northeast quadrant of King’s Dominion Boulevard (Route 30) and Interstate 95 (Exit 98), approximately 12 miles north of Richmond, Virginia. (Note: Approximately 20 acres consist of business-zoned land that has been approved for a recreational vehicle park.) The property consists of a two-story restaurant, retail, and service building including amenities (showers), a two-story EconoLodge Motel, and a truck wash and service building and was built in 1964. The motel is a concrete block structure with 86 rooms, and the truck wash and service building is a concrete block structure with two wash and five service bays. The building area encompasses approximately 81,400 square feet. The motel, is nearing the end of an extensive renovation and is partially open.
$10,100,000
 
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Name of Facility
Description of Facility
                     Valuation
All American Belmont
Allegany County, New York
 
(Managed not, owned)
The facility is comprised of a full-service truck stop situated on an approximately 9.4 acre irregularly shaped site conveniently located off of State Route 17 (Exit 30) and at the intersection of State Route 19 and County Road 20. The site is equipped with a frame one-story gasoline station/convenience store building (amenities not included) as well as two ancillary storage sheds (450 SF and 120 SF). The buildings were built in 1977, renovated in 1999, and are 100% occupied.
$2,200,000
     
All American Carney’s Point
Salem County, New Jersey
 
The facility is comprised of a full-service truck stop situated on an approximately 11.0 acre irregularly shaped site conveniently located off of Interstate 95 (Exit 1), or the New Jersey Turnpike as well as Interstate-295 (Exit 2). The property is equipped with a masonry one-story gasoline station, convenience store/restaurant building (amenities not included) as well as a truck garage building. The buildings were built in 1970, renovated in 1995, and are 100% occupied. The two buildings have an aggregate area of 9,500 square feet.
$3,200,000
     
Harrisburg Gables
Harrisburg, Pennsylvania
The facility is comprised of a full-service truck stop situated on an approximately 9.7 acre irregularly shaped site conveniently located on the north side of Linglestown Road (Route 39), approximately 1/4 mile east of Exit 27 off of Interstate 81 in Harrisburg. The property is equipped with a brick 4,300 square foot one-story gasoline station/convenience store (amenities not included) and Subway franchise that was built in 1991 and is 100% occupied.
$3,000,000
     
Milton Petro
Milton, Pennsylvania
The property is comprised of a full-service truck stop situated on an approximately 71.9 acre irregularly shaped site conveniently located on the south side of Route 254, less than 1/4 mile west of Exit 215 of Interstate 80 in Milton. The property is equipped with concrete-block truck stop facilities encompassing 37,000 square feet. These facilities were built in 1992, are 100% occupied and include a 275-seat restaurant, a travel/convenience store, a driver’s lounge, a truck wash, showers, scales, and a 5-bay truck repair shop.
$15,200,000
     
Keystone Shortway
Strattanville, Pennsylvania
 
The property is comprised of a full-service truck stop situation on an approximately 63.9 acre irregularly shaped site conveniently located on the north side of Route 322, less than a ¼ mile south of exit 10 of Interstate 78 in Strattanville. Note that approximately 35 acres of this site is considered excess land. The property is equipped with a masonry-panel 16,650 square foot two-story multi-purpose rest area and amenities (showers) and a 5,925 square foot garage facility, the subject improvements are 100% occupied.
$5,400,000

Disclaimer: The areas (square footage and/or acreage) portrayed above are approximate values and have been rounded up or down.

Environmental Matters

Clarks Ferry All American

Clarks Ferry All American has eight registered underground storage tanks (USTs) currently in use. The Clarks Ferry facility has been subject to an ongoing groundwater cleanup program since 1996. A claim was filed with the Pennsylvania Underground Storage Tank Indemnification Fund (USTIF) in 1996 and the claim has been accepted, with UST1F paying 65% of the associated costs. The site characterization and remedial action plan has been handled by Hydrocon Services since 1998. The cleanup process has been slow due to complex geology associated with the facility. Elevated amounts of benzene and MTBE are present in several monitoring wells. All American is not aware of any leaks in USTs or lines and it is likely that the source of the contamination was a gasoline spill of that occurred several years ago as a result of negligence on the part of a fuel delivery driver. After complete characterization of the site and careful consideration of remediation options, Hydrocon Services proposed a remediation program calling for the introduction of reagents to various wells on the facility. Chemical oxidation of the groundwater was completed during November and December of 2002. Upon completion of the March 2003 quarterly sampling, a Remedial Action Progress Report was submitted to the Pennsylvania Department of Environmental Protection (DEP). In addition, a Remedial Action Completion Report for the property specifying the selection of a site specific standard via pathway elimination was submitted in May 2003. A deed restriction regarding the placement of water wells within the site area will be placed on the property and a post remediation care plan instituted. In a letter of November, 2004 the PA DEP has indicated that attainment of cleanup standards have been met at this sit. No further action is required, other than testing of monitoring wells per the post remediation care plan.
 
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               Carlisle Soco All American Truck Stop

In November 1999, a 1,000 gallon waste oil UST was removed from the area outside of the former truck repair building and an adjacent 3,000 gallon heating oil UST was removed in April of 2002. Although no soil contamination was evident, further soil testing revealed elevated levels of lead in the area of the waste oil UST, which prompted further delineation for possible groundwater contamination. All American engaged Hydrocon Services to characterize and remediate this facility. One of six monitoring wells did produce slightly elevated levels of naphthalene above the statewide health standard. A claim was submitted to USTIF for coverage of characterization and remediation costs. The claim has been accepted at 85% reimbursement and quarterly sampling events for the following eight consecutive quarters have been conducted. No actual remediation of groundwater has occurred because the statewide health standard has been achieved. AAP received a relief of liability letter from the DEP dated February 4, 2003 for groundwater contamination at the site. A post remedial care plan will be initiated which will consist of measuring each onsite monitoring well biannually for free product. If at the end of two years, no free product is identified in the downgradient wells and no additional releases occur, the monitoring wells will be closed and the post remedial care plan will be completed. As of this date, these wells have been closed and there is no further environmental concern with this site.

Frystown All American

Frystown All American has 10 USTs in use, seven of which are used for the storage of usable products and three of which are part of oil/water separation systems. The facility also contains several above-ground propane tanks and ASTs used for the storage of motor oil. Frystown All American is subject to an ongoing groundwater cleanup program that started in 1998 when the old tanks and fuel islands were replaced. USTIF has accepted the claim and is covering 100% of the clean up costs. The site characterization, remedial action plan and clean up are being handled by Hafer Environmental Services. The contamination has been traced to line leaks that occurred in the old fuel islands and it is also believed that a heating oil tank replaced in the early 1990’s was an additional source of contamination. A groundwater remediation system was approved by DEP in 2001 and was put into operation in early 2002. The system draws groundwater from four different wells onsite, filters out contaminants and discharges clean water to a wetlands area on the west end of the property. The groundwater treatment system was operated until September, 2005, at which time it was determined that contamination levels had been reduced to acceptable levels. PA DEP has approved the shutdown of the system and Hafer is contemplating a post remedial care plan that will call for testing over the next two years. Final closure is anticipated within the dollar coverage limits established by USTIF.

Harrisburg Gables

Harrisburg Gables has five USTs, each of which is in use. Harrisburg Gables has been identified as having petroleum contamination and Hydrocon Services has been handling the characterization and remediation of the property. The suspected source of the contamination is from old tanks removed in 1991, but is also possibly from runoff resulting from spills that occurred in the truck fueling operation. A Phase I study completed in early 2001 revealed that the DEP never issued any final closure relative to the contamination that occurred in 1991. Even though quarterly sampling events in 1991, 1992, and 1993 indicated that groundwater was free from contaminants, the DEP required AAP to perform additional testing in 2001 before it would close the matter. New monitoring wells were drilled in 2001 and MTBE contamination was identified. A Site Characterization Report was submitted to DEP in January 2002. In May 2002, additional monitoring wells were drilled and tested. Hydrocon is has prepared a Remedial Action Completion Report for submittal to the DEP. AAP has chosen to demonstrate attainment of the site specific standard via pathway elimination for site groundwater. A deed restriction will be placed on the property prohibiting groundwater access, other than the existing wells; public water is available on the property. In a letter dated October, 2003 the PA DEP indicated that attainment of cleanup standards have been met at this site, and no further remedial actions are necessary.
 
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               Doswell All American

At one time, a portion of the Doswell All American facility housed an ethanol manufacturing plant. In December 1997, ECS, Ltd. completed the removal of 12 USTs that were used at the ethanol plant. The removal was uneventful in terms of the contamination and in March 1998 a complete closure report was generated by ECS recommending permanent closure with no further action required. In August 2001, under guidelines of ECS, a subcontractor was hired by AAP to remove asbestos linings from three boilers on the facility. All asbestos removal has been completed.

In the last year, this location has had three different issues that required environmental oversight and remediation. The first involved what police and environmental experts feel was an act of vandalism, when an unknown person intentionally dumped some type of used petroleum product into a storm water retention pond on the property. The pond is designed to retain this type of pollutant that occurs from normal parking lot run-off, but the volume of product introduced did require additional expertise and expense to properly control and dispose of the contamination. Cleanup is complete from this incident and there will be no long term impact to the site.

The second incident involved a tanker truck flipping over while turning into our parking lot and spilling a significant portion of its load of diesel fuel. This spill was mostly contained in the asphalt parking lot, but some product did reach a storm sewer that drains to the aforementioned retention pond. Once again, environmental cleanup specialists were brought in due the magnitude of the spill. Cleanup is complete and the cost of such was borne by the company that owned the tanker.

The third area of environmental concern also involves runoff of petroleum product into the retention pond. Several sources of the diesel fuel were suspected, such as the underground lines, transfer that house pumps and the Oil/Water (“O/W”) separator. One by one, the sources were checked for tightness and found to be compliant, with the exception of the O/W separator. It was determined that it had a crack that allows groundwater to fill the separator, thereby causing any petroleum runoff to go straight to the retention pond.

Former Carlisle All American Truck Plaza

Although Carlisle All American Truck Plaza facility was conveyed by All American to Petro Stopping Centers, L.P. in October, 2000, All American has agreed to complete the clean up of soils and groundwater at the site, which is contaminated with elevated levels of BTEX constituents and MTBE. A claim was submitted and approved by USTIF for 100% coverage with respect to site characterization and cleanup costs associated with the property. Site characterization activities identified the leaking onsite systems which systems have been removed along with contaminated media. DEP has issued a relief of liability letter for soils based upon the site cleanup activities. With respect to groundwater contamination, Hydrocon Services operated an active pumping and filtering system on the All American property, and has since obtained permission, and moved the system to neighboring properties, where it currently operates. The remediation system is working and it is anticipated that total costs to remediate and close the site will be within the $1 million maximum coverage amount available under the PA USTIF program. Additionally, there has been $500,000 placed in escrow in the event this cleanup exceeds the USTIF coverage.

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Former Carlisle Texaco Truck Plaza

This location was taken over by All American in 1984 and operated until January, 2004, when the location was shut down due to continued operating losses. The lease was set to expire in July, 2004 and the closure allowed for All American to begin the process of removing all the UST’s, lines and dispensers, which was required under the terms of the lease. Upon removal of the tanks, contamination was present to the area of the diesel islands, where there had been previous problems with leaking lines. Several tons of contaminated soil were removed in 2004 in connection with the initial tank and line removal. The site has been excepted for coverage under the PA USTIF program, and a Site Characterization and Remediation Action Plan are being completed by Hydrocon Services. With PA USTIF coverage in place, any future cash outlays are expected to be minor at this site.

Related Party Transactions

On December 15, 2004, All American purchased 1,007,300 shares of our common stock, which as of the date of this proxy statement, constitutes approximately 32% of our issued and outstanding common stock.

                On May 13, 2005, the Company entered into a $1,750,000 line-of-credit with Entrepreneur Growth Capital, LLC and a term loan with Northfield Savings Bank for $3,250,000. Both these loans are secured by various assets of the Able Energy, Inc. Fees in the amount of $167,500 were originally paid to Unison Capital Corporation, a company in which a vice president of the Company (Frank Nocito) has a related interest. Mr. Nocito also has a related party interest in All American Plazas, Inc., our largest shareholder. At the time the fees were originally paid to Unison Capital Corporation, Mr. Nocito was not an officer or director of the Company. Subsequent to the payments being made and based on discussions with Unison Capital Corporation, it was determined the $167,500 was an inappropriate payment to a related party and Unison Capital Corporation agreed to reimburse this amount to the Company over a twelve month period beginning in October 2005.
 
       All American Industries, Inc. ("AAI"), at one time majority shareholder of All American, is the maker of a promissory note to the sellers of All American of which the amount now outstanding is $6.5 million, and which is secured by second mortgages on Carlisle Gables, Frystown Gables, Doswell, Carlisle Soco and Harrisburg Gables. The promissory note is partially guaranteed by All American.
 
        As described in the heading under "Indebtedness" above, we have entered into a loan transaction with Able for the amount of $910,000 which is payable monthly commencing August 2006 at an interest rate of 2% above the published prime rate. Additional information regarding this loan and other related transactions can be found in Able's Current Report on Form 8-K filed July 7, 2006 with the SEC.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operation of All American Plazas, Inc (for the six months ended March 31, 2006 compared to the six months ended March 31, 2005)
 
All American reported revenues of $84,080,246 for the six months ended March, 31, 2006, which was an increase of $15,990,424 over the same period prior year revenues of $68,089,822. This increase can be attributed to significantly higher prices for refined distillates, as a result of the increased commodity prices in world markets and the consolidation of the St Johns Acquisition. Gallons of diesel fuel sold actually increased by 1,769,416 from period to period, an increase of 7.26%. Gasoline volume decreased company wide by 245,802 gallons or 11.03%.

Gross profit margin, as a percentage of revenues, declined by 1.30%. Total dollars gross profit declined by $108,300 from $8,391,743 for the six month period ended March, 31, 2005, to $8,283,443 for the six months ended March 31, 2006. The majority of the decrease is attributable to liquid fuels and restaurants while being offset by increases in other areas.

Operating expenses increased by $666,106 from period to period. Greatest areas of increase were utilities ($71,000-11%), building and equipment repairs ($36,000-9%), general supplies ($44,000-14%), real estate taxes ($16,000-11%), trash & snow removal ($27,000-25%), franchise fees ($60,000-24%) and environmental expenses ($85,000-472%). Environmental expenses were due to ongoing investigation and remedial effort that took place at Doswell, VA site. Also impacting this area was the St Johns consolidation ($322,204).

General and Administrative Expenses increased by $930,937 from period to period. The key areas of increase were payroll and benefits ($64,000-14%), equipment repairs and depreciation ($21,000-45%), amortization expense ($761,438-5700%), officers’ life insurance ($63,000-450%) and real estate taxes ($9,000-43%).

Income from operations declined by $1,773,297, for the six month period ended March 31, 2006 compared to the same period of the prior year. The decline is attributable to the aforementioned drop in gross profit and increase in operating and G&A expenses. The remainder is attributable to a decrease in other operating income. Interest expense increased by $1,356,350 due to refinancing of certain debt related to the original acquisition of All American, acquisition of Able Energy stock and borrowing for working capital.

 
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Liquidity and Capital Resources

All American’s cash position increased from $1,792,588 at 9/30/04, to $2,795,868 at 9/30/05. During the fiscal year, cash was obtained from several sources in the total amount of approximately $5,200,000. These sources were $1,250,000 borrowed from Crown Financial in a factoring arrangement, $420,000 net proceeds from Avatar Financial re-financing (total Loans were $8,500,000), $1,800,000 net proceeds from Lilac Venture Fund (this was related to All American Acquisition of the assets of the Tenney Mountain development in New Hampshire) and $1,730,000 borrowed from Able Energy, Inc. Primary uses of cash during the year were reductions of principal on Long Term Debt of approximately $900,000, capital improvements to real estate and equipment of approximately $1,100,000, payback of loans due to the companies ESOP shareholders of approximately $720,000, support of operations of managed truckstops in Carneys Pt., Belmont and Strattanville of approximately $2,000,000, and approximately $1,140,000 of loans to related entities.

Stock Sale Completed on October 3, 2003
 
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All outstanding shares of stock were acquired by All American Industries Corp (“AAI”), the nominee for Chelednik Family Trust. The terms of the purchase called for $4,000,000 to be paid to former shareholders at closing and the balance of $7,197,272 to be paid over an eight year period. The Note held by the sellers is collateralized by a second lien on certain company owned real estate. The Note is interest free for six months and bears interest at 8% thereafter. A second lump sum payment of $3,000,000 was due on September 30, 2004 and then monthly payments of principal and interest were to begin and be made for the next seven years. The lump sum payment was not made as due and the payment was extended until December 1, 2005.

In 1991, All American had established an Employee Stock Ownership Plan (“ESOP”) covering full-time employees. The ESOP owned 10.38% of the company stock at the time of the sale. After closing costs charged to the former shareholders, the ESOP received $273,338 at closing, which has been placed into an escrow account by the trustee. The ESOP cannot be terminated until the shareholders are fully funded, therefore it is anticipated that the ESOP will receive full payment of the $721,876 due it when the second lump payment is paid.

Related to the transaction, AAI obtained a loan in the amount of $6,000,000, which is collateralized by certain real estate of ALL AMERICAN. In addition to the $4,000,000 paid to former shareholders at closing, proceeds of this loan were used to satisfy certain obligations of AAI, which included loan fees and legal costs associated with the stock acquisition.

Post Acquisition - Focus on Operational Improvements

After the acquisition, a new management team was assembled with a mission to improve bottom line profitability. Roger Roberts, VP of Operations, who has several years of experience in the operation of truck stops, convenience stores and restaurants, was brought in and immediately started to make changes to improve gross profit margins. In our stores, pricing was analyzed and made consistent across the company, better inventory controls were put in place to deter theft and monitor par levels, and several new suppliers were brought in to bid for our business. All stores were reset to be more appealing and increase sales. Pricing in All American’s restaurants was analyzed and a new menu produced to improve the offering and the bottom line.

All managers have been challenged to reduce expenditures where they can, especially in labor and supplies. In some cases, physical changes to location layout have been made to allow locations to consolidate and reduce the number of cashiers. They have been asked to bid all of their contracts for services, such as equipment repairs, refuse disposal etc. One expenditure that keeps growing by about 10% each year is health insurance. Effective January 1, 2004, the sharing of monthly premiums was modified, so that employees bear a greater share of the cost, and hopefully a greater awareness of their health care.

In August, 2004 a new, companywide inspection program was implemented to improve the overall cleanliness of All American’s sites. Periodic inspections are performed by our operational directors, who now have some oversight and input into all phases of the operation. A re-alignment of directors' responsibilities also took place, to better take advantage of the strengths of our personnel.

Carlisle Presence is Reduced

As part of the overall effort to boost the bottom line, management made the decision to close down two sites in Carlisle that were coming to the end of leases. The corporate office that housed several departments, including Accounts Receivable, Human resources and Claims management were moved and consolidated to the Frystown location. There were several employees who decided not to commute to Frystown, which allowed positions to be eliminated and consolidated, resulting in a significant labor savings, in addition to the rent, utilities, etc. Estimated savings are at least $80,000 annually from the closure of this office.

A tougher call was the closing of the Carlisle Truck Plaza, which the company had operated for twenty years. The location had experienced declining sales since 1995 when Flying J opened their Carlisle site, and the slide continued when Pilot opened in 1998 and Petro opened in 2001. Consolidation in the trucking industry had also taken several customers from the site, whose diesel volume was over 600,000 gallons per month in 1994, but had dropped to around 200,000 gallons per month in the last full year of operation. A once profitable location was now losing about $25,000 per month. Several steps had been taken to downsize and cut costs, but all proved futile in the end. The lease actually terminated on July 31, 2004, but the decision was made to close the operation in January, 2004, to reduce the losses. It also allowed us the opportunity to have all UST’s removed and be off the site by the end of the lease.

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Strattanville, PA Comes on Board

In April, 2004, All American assumed the operation of the Keystone Shortway Travel Plaza on Route 80 in Pennsylvania. It is a well maintained site that adds a quality stop to our network and offers additional opportunities due to vacant property that can be sold or developed. Several operational improvements have been made at the site and they have adopted the All American name and menu to attract business. Under the Agreement, All American has agreed to operate the site for a specified time period with the option to acquire the site at a predetermined price.

Key Operating Indicators

The key indicator of All American’s business is diesel volume, which will have an impact on sales in other, more profitable departments. Many factors will influence diesel volume, the most critical being competition, commodity prices, seasonality and economic influences that drive freight volume.

Maintaining healthy profit margins throughout a travel plaza is important. Due to the competitive nature of diesel and gasoline sales, there are times when fuel margins are very tight. Other areas of operation, such as stores, restaurants and repair garages must be run properly to minimize the impact of thin margins on liquid sales.

Diesel volume has declined companywide, by 2% in the prior year and by 12% in the most recent year. Most of the decline has occurred at locations that rely on cash buyers who will shop for the lowest price available. The price of fuel averaged around fifty cents per gallon higher than the previous year, with price spikes during the hurricane season greater than one dollar higher when compared to the same period last year. These price increases will also drive fleets to increase fueling efforts at their own terminals, as well as in states where rack prices are more favorable.

While sales are down, profit margins have been strong. Diesel and gas margins were both up about two and one-half cents per gallon over the previous year, leading to an improvement in fuel island operations of approximately $750,000 over the previous year. Margin percentages were consistent with prior years in other areas of operation, although overall dollar gross profits declined as a result of sales declines in stores and restaurants. With diesel and gasoline volume off, overall traffic in the plazas is down, leading to the decline in store and restaurant sales. Truck drivers as well as travelers also have less disposable income as a result of the higher prices being paid for gasoline and diesel fuel.

The volatility of diesel and gas pricing, as a commodity, has had a significant impact on the buying habits of both consumers and trucking fleets. The high price of gas and diesel also has had an impact on the processing fees that are charged by third party processors of credit card and fleet transactions, many of which are percentage based. Both of these factors have made the retail petroleum market very complex in trying to balance the need to remain competitive, with the need to improve margins to cover increasing costs.

Material Trends and Uncertainties

Supply uncertainties have been a concern especially as it relates to impact that the hurricanes in the Gulf of Mexico have had on the petroleum refining and distribution system. While the petroleum industry has returned to some semblance of normalcy, there continue to be general economic concerns relative to price and supply in the future. Weather can have a significant impact on All American’s business in the winter months. Winter storms can virtually shut down a highway or, as is often the case, normal travel routes are changed as drivers seek southern routes to take them around storm systems that impact the northern half of the country. This can serve to divert potential business away from the All American market area.

New competitors that enter All American’s marketing area can have a material adverse impact on business. When a strong, nationwide competitor opens on the same highway as an All American, it can not only drive down volumes, but also can also significantly reduce margins, when there is additional capacity available to satisfy the same amount of demand.

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A major trend that seems to be impacting our industry is the need for truckers and four wheelers to make their down time much more efficient. Years ago, the typical truckstop would seat 180-200 people in their restaurants. Today, the optimum financial model calls for full service restaurant capacity to be anywhere from 80 to 120 seats, and a greater emphasis is put on fast food offerings to put travelers back on the highway quickly. All American has reacted to this trend by putting fast food offerings in several locations such as Subway restaurants.

Cash Flows

Cash flow in the travel plaza industry is typically good, because a significant amount of sales are either cash, or credit sales collected in less than seven days. Cash flow at All American is adequate within the core business, but has been negatively impacted by various capital projects, the cash constraints in servicing acquisition related debt and investment in real estate ventures.

Economic or Industry-wide Factors Relevant to All American

The state of the nation’s economy in general can have the largest material impact upon the truck plaza operations of All American. As the economy thrives, goods and materials shipped via truck carriers increases thus having a positive impact upon the revenues and profitability of All American. Conversely, as the economy weakens, this would serve to decrease revenues and profits for All American. Another significant market risk exposure is the changing commodity prices of diesel fuel, which can affect margins, and the cost of carrying accounts receivable. Legislation that impacts the trucking industry could also have a material adverse affect upon the performance of All American if it served to reduce the number of fleets (truck traffic) on the nation’s highways. In general anything that affects the trucking industry, could be a factor relevant to the performance of All American.

Material Short and Long-Term Risks

Material short and long term risks would include the risk factors listed above as well as others in the industry such as changes in interest rates. Fixed interest rate obligations expose the Company to the risk that interest rates might fall and variable interest rate obligations have the risk that interest rates may raise. Shortages of fuel, increase in prices, or rationing of petroleum products can have a materially adverse effect on the operations and profitability of the Company.

Among the actions that All American has taken to address the stated risk issues surround diversification. The Company is taking a concerted effort to focus on reaching a wider audience by offering other travel related services such as greater investment in clean lower cost motel accommodations at its sites. The addition of ‘bio-diesel’ to the products currently offered will provide the Company with a unique opportunity to provide truckers with an alternative, home grown fuel to the traditional diesel offering. In addition, in certain locations, focus is being put on attracting the casual non-truck traveler such as vacationers to adjacent gasoline centers with convenience stores. Also, the Company’s debt is in the process of being restructured so as to limit to a certain extent, the risk factors listed above.

Bio-Diesel Research Program

All American, together with engineers from TransMontaigne Product Services, have done an analysis of the fuel storage and delivery systems at all locations to determine the viability of offering bio-diesel. It was determined that the storage and delivery systems at some of the All American locations are configured to allow a portion of the diesel fueling lanes to be segregated, so that a location could offer both bio-diesel and low sulfur diesel, thereby satisfying all customers. On the other hand, some locations only have the capability of offering a single product, without extensive modifications being made to the fuel dispensing systems.

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Contact has been made with Independence Bio-Fuels, the only company currently offering custom bio-diesel blending in Central Pennsylvania. They operate from a terminal in Middletown, Pennsylvania that currently supplies several of the All American locations in central Pennsylvania so we have determined that bio-diesel is available. Independence is currently working to secure terminal sites throughout Pennsylvania to distribute their product, and they have informed us that there are at least six applications currently in front of the PA DEP for approval of bio-diesel manufacturing plants in Pennsylvania. Independence currently trucks all of their product from manufacturing plants in the Midwest, so the presence of local supply in the future is a positive step to insure that bio-diesel will be available in the markets served by All American.

Before All American commits to any large-scale rollout of bio-diesel at its locations, plans are to undertake marketing surveys with our fleet customers and independent drivers to determine the potential demand for bio-diesel. If demand is adequate, the plan will be to start offering bio-diesel on a limited basis at those locations that do not require a significant capital expenditure for storage and delivery. A large-scale rollout is scheduled in the spring of 2006, after some of the concerns about the cold weather performance of bio-diesel have been addressed.


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DIRECTORS AND MANAGEMENT OF ABLE ENERGY, INC.
 FOLLOWING THE ACQUISITION OF ALL AMERICAN


As of the completion of the acquisition, our board of directors and executive officers will be as follows:
 
         Name
Age
                                 Position
Gregory D. Frost
58
Chief Executive Officer and Chairman of Able Energy, Inc.
Christopher P. Westad
52
President and Director of Able Energy, Inc.
John L. Vrabel
52
Chief Operating Officer of Able Energy, Inc.
Richard A. Mitstifer
48
Executive Vice President of All American Division
Mark Barbera
48
Director of Able Energy, Inc.
Stephen Chalk
60
Director of Able Energy, Inc.
Patrick O'Neill
45
Director of Able Energy, Inc.
Edward C. Miller, Jr.
38
Director of Able Energy, Inc.
Alan E. Richards
68
Director of Able Energy, Inc.
Solange Charas
43
Director of Able Energy, Inc.
Frank Nocito
58
Vice President Business Development of Able Energy, Inc.

The following information with respect to the principal occupation or employment of each director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such nominee's business experience during the past five years, has been furnished to us by the respective director nominees:
 
               GREGORY D. FROST, ESQ. became our CEO and Chairman in October 2005 and our General Counsel and a Director in April 2005. He previously served as General Counsel and a Director of All American Plazas, Inc., which owns approximately 32% of the Company's outstanding shares, until his resignation on March 31, 2005. From 1974 to the present, he has been a practicing attorney in the State of New York and since 1999 has been a partner of the law firm of Ferber Frost Chan & Essner, LLP (formally known as Robson Ferber Frost Chan & Essner LLP) which has in the past performed legal services for Able Energy, Inc. Mr. Frost's main areas of practice have been and continue to be mergers and acquisitions, and general corporate and securities matters. From 1975 through 1980, he was Assistant General Counsel at The Singer Company and RH Macy & Co. Thereafter, Mr. Frost spent approximately 12 years as a partner of the law firm of Bower & Gardner, managing their corporate and securities department. In 1970, Mr. Frost received a B.A. degree from New York University (Stern School). He received his Juris Doctorate in 1973 from New York Law School, and in 1979 obtained a Master of Law Degree (LLM) in Corporate Law from New York University Law School.
 
               CHRISTOPHER P. WESTAD serves as the President and is the acting CFO. Since September 1996, Mr. Westad has served as the President of Able Energy and Able Propane and has recently been our Action CEO and Chairman prior to Mr. Frost appointment. From 1991 through 1996, Mr. Westad was a Market Manager and Area Manager for Ferrellgas Partners, L.P., a company engaged in the retail distribution of liquefied petroleum gas. From 1977 through 1991, Mr. Westad served in a number of management positions with RJR Nabisco. In 1975, Mr. Westad received a Bachelor of Arts in Business and Public Management from Long Island University--Southampton, New York.
 

 
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               JOHN L. VRABEL became our Chief Operating Officer in August 2003. His current employment contract runs through July 1, 2007. From 2000 through the present, he served as Vice President Business Development of the Company's PriceEnergy subsidiary. From 1996 to 2000, Mr. Vrabel was Vice President Business Development of Conectiv Holdings Vital Services, LLC, a subsidiary of the Company in the energy products and services sector. He received a BBA from the University of Houston, and an Executive MBA from Baldwin-Wallace College.
 
               RICHARD A. MITSTIFER has served as the President of All American since 2003. He joined All American, which was founded by his father, in 1995. Mr. Mitstifer has more than 25 years of experience in financial services, including a commercial banking career of sixteen years, where he gained exposure to several different types of businesses from retail to manufacturing. A skilled administrator and problem solver, he has been able to make prudent business decisions throughout his career. He graduated from Muhlenberg College in 1979 with a Bachelor of Science degree in Business Administration/Accounting.
 
               MARK BARBERA became a director in October 2005. Since 1993, he has served as CFO and a Director of Trautman Wasserman & Company Inc., a registered securities broker-dealer. Since 2000, he has also served as CFO and a Director of JIA, Inc., and CFO of Connotate, Inc., both of which are software vending companies. Prior to 1993, Mr. Barbera was Founder, President and principal shareholder of Sphere Capital Corp., a registered broker-dealer. In addition to Sphere Capital, he ran Barbera & Associates, a financial and operational consulting firm serving the registered broker-dealer community. Mr. Barbera also worked with M.D. Sass Associates, a Registered Investment Advisor. Mr. Barbera began his career with the public accounting firm of Deloitte & Touche where he was an auditor and received his license to practice as a Certified Public Accountant in the State of New York. Mr. Barbera serves as the Acting Chief Financial Officer for numerous portfolio companies of Trautman Wasserman. Mr. Barbera earned his BA degree from The State University of New York at Buffalo where he graduated Cum Laude.
 
               STEPHEN CHALK was appointed to our board of directors effective as of February 28, 2005. From 1981 to the present, Mr. Chalk has served as the President of the Pilgrim Corporation, where he has obtained a strong background in financial management, as well as over 25 years of hotel, resort, restaurant, and real estate development experience. Mr. Chalk is a graduate of Philadelphia University with a BS in Engineering and Design.
 
               PATRICK O'NEILL has served as a director to the Company since August 1999. Mr. O'Neill has served as the President of Fenix Investment and Development, Inc., a real estate company based in Parsippany, New Jersey for the past five years. Prior to this, Mr. O'Neill served as Vice President of Business Development for AvisAmerica, a Pennsylvania based home manufacturer. Mr. O'Neill holds a B.S. from the United States Military Academy, and has been awarded the Army Achievement Medal for his work with the Army Corps of Engineers.
 
               EDWARD C. MILLER, JR. has served as a director to the Company since June 2000. He has been the Director of Marketing for the law firm Norris, McLaughlin & Marcus, P.A. in Somerville, New Jersey since July 1999. From May 1991 to July 1999, Mr. Miller served as Practice Development Coordinator for the Morristown, New Jersey law firm Riker, Danzig, Scherer, Hyland & Perretti, LLP. Mr. Miller received his Bachelor of Science in Marketing Management from the Syracuse University School of Management in 1991.
 
               ALAN E. RICHARDS was appointed to our board of directors effective as of February 28, 2005. Mr. Richards has served as the President of Sorrento Enterprises Incorporated, a forensic accounting firm, from its inception in 1979 to the present. Mr. Richards brings a diverse background and 25 plus years experience in financial services, including work with government agencies such as the United States Internal Revenue Service. Mr. Richards is a graduate of Iona College with a BBA in Finance.
 
                SOLANGE CHARAS was appointed to our board of directors effective as of May 25, 2005 In 2000, Ms. Charas founded Charas Consulting, Inc. which provides human resources consulting services. From 1999 to 2000, Ms. Charas was the Head of Human Resources for EURO RSCG Worldwide, an advertising firm which is the largest division of France-based Havas Advertising. As Head of Human Resources, she was responsible for the creation and management of all HR programs on a worldwide basis for over 200 agencies which made up EURO RSCG. From 1996 to 1999, Ms. Charas was the National Director at Arthur Anderson where she led all activities promoting a consulting product she was instrumental in creating for the firm. From 1995 to 1996, Ms. Charas was the leader of the International Compensation Team at Towers Perrin and a Senior Consultant with respect to international compensation at the Hay Group. Ms. Charas received an undergraduate degree in International Political Economy from University of California at Berkeley in 1982, and an MBA in Accounting and Finance from Cornell University's Johnson School of Management in 1988.
 
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FRANK NOCITO became our Vice President Business Development in April 2005. Since 2004, Mr. Nocito has been Vice President of All American Plazas, Inc., which owns and operates nine truck plazas located in Pennsylvania and Virginia. All American Plazas owns approximately 32% of the outstanding common stock of our Company. In 2003, Mr. Nocito, as Vice President of All American Industries Corp., acquired all of the issued and outstanding stock of All American Plazas. In 2004, Mr. Nocito and his wife created, for the benefit of their family members, including seven children, the Chelednik Family Trust, and all the issued and outstanding stock of All American Plazas was transferred to this Trust. In 2002, as a consultant to two start-up corporations, American Truck Stop of Belmont Inc. and American Truck Stop of Carney Inc., Mr. Nocito assisted the new entities in acquiring two truck plazas located in the Northeast. Subsequent to the purchase of these two truck plazas, he became in November 2003, and remains, a vice president of both corporations. In 2001, Mr. Nocito was employed by WDF/Keyspan, Inc., as a supervisor in charge of Multi-Million Dollar conversion projects for the New York City School System, converting school facilities from coal to oil and gas systems. It should be noted that in 1996, under color of a 1994 sealed indictment that had never been acted upon, an indictment was issued against Mr. Nocito for conspiracy to commit money laundering. The charge was the result of his political activities as part of the Republican Party and events arising out of the United States Government's support of the Nicaraguan Government under the Sandinista.

Board of Directors Committees

Audit Committee

The Audit Committee consists of Alan E. Richards (Chairman), Edward C. Miller, Jr. and Solange Charas, all of whom are independent as defined by the rules promulgated by the Securities and Exchange Commission and Nasdaq Stock Market. The Audit Committee is responsible for determining the adequacy of our internal accounting and financial controls, reviewing the results of the audit performed by our independent public accountants, and recommending the selection of independent public accountants. The Board has determined that Alan E. Richards is an "audit committee financial expert" as defined by the Securities and Exchange Commission.

Compensation Committee

The Compensation Committee determines matters pertaining to the compensation of certain executive officers of our executive officers and administers our stock option, and incentive compensation. During 2004, the Compensation Committee held no meetings. The Compensation Committee consists of Mark Barbera, Patrick O’Neill and Solange Charas (Chairman).

Governance and Nominating Committee

The Board of Directors has established a Governance and Nominating Committee for purposes of nominating directors and for all other purposes outlined in the Governance and Nominating Committee Charter, including nominees submitted to the Board of Directors by shareholders. The Governance and Nominating Committee is composed of Messrs. Mark Barbera (Chairman), Patrick O’Neil and Alan Richards. 

BENEFICIAL OWNERSHIP OF OUR SECURITIES

The following table sets forth information regarding the beneficial ownership of our common stock as of May 9, 2006, by:

·  
   each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
·  
   each of our officers and directors; and
·  
   all of our officers and directors as a group.

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               Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

 
 
                 Name and Address*
                                                          Aggregate Number of
 Shares Beneficially
  Owned (1)
 
 
Percent of Class
Outstanding (2)
Gregory D. Frost
1,050,000
(3)
33.6%
Christopher P. Westad
35,000
(4)
1.1%
Patrick O'Neill
0
 
--
Edward C. Miller, Jr.
0
 
--
Steven Chalk
0
 
--
Alan E. Richards
0
 
--
Solange Charas
0
 
--
Steven M. Vella
0
 
--
Frank Nocito
1,050,000
(5)
33.6%
John Vrabel
2,300
(6)
**
Timothy Harrington
0
 
--
Officers and Directors as a Group (11 persons)
1,137,300
(7)
36.0%
Summitt Ventures, Inc.
9595 Wilshire Boulevard, Suite 510
Beverly Hills, CA 90212
142,857
(8)
4.6%
All American Plazas, Inc.
1267 Hilltop Lane
Myerstown, PA 17067
1,000,000
(9)
32.0%
 
* Unless otherwise indicated, the address for each stockholder is c/o Able Energy, Inc., 198 Green Pond Road, Rockaway, New Jersey 07866.
 
** Represents less than 1% of the outstanding common stock.
______________
(1)
The number of shares of common stock beneficially owned by each stockholder is determined under rules promulgated by the SEC. Under these rules, a person is deemed to have “beneficial ownership” of any shares over which that person has or shares voting or investing power, plus any shares that the person has the right to acquire within 60 days, including through the exercise of stock options. To our knowledge, unless otherwise indicated, all of the persons listed above have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.
 
(2)
The percentage ownership for each stockholder is calculated by dividing (a) the total number of shares beneficially owned by the stockholder on May 9, 2006 by (b) 3,128,923 shares (the number of shares of our common stock outstanding on May 9, 2006), plus any shares that the stockholder has the right to acquire within 60 days after May 9, 2006.
 
(3)
Includes 50,000 shares owned by Mr. Frost. Also includes 1,000,000 shares owned by All American Plazas, Inc., of which Mr. Frost disclaims beneficial ownership. These 1,000,000 shares owned by All American Plazas, Inc. are held by the Chelednik Family Trust, of which Mr. Frost is a co-trustee. See Note (9) below.
 
(4)
Includes 5,000 shares and 30,000 shares which may be acquired upon the exercise of outstanding stock options.
 
(5)
Includes 50,000 shares owned by Mr. Nocito. Also includes 1,000,000 shares owned by All American Plazas, Inc., of which Mr. Nocito disclaims beneficial ownership. Mr. Nocito is Vice President of All American Plazas, Inc., and the shares owned by All American Plazas, Inc., are held by the Chelednik Family Trust, a trust established by Mr. Nocito and his wife for the benefit of their family members. See Note (9) below.
 
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(6)
Includes 2,300 shares.
 
(7)
Includes 107,300 shares owned by the officers and directors and 30,000 shares which may be obtained upon the exercise of outstanding options held by the officers and directors. Also includes 1,000,000 shares owned by All American Plazas, Inc., of which Messrs. Frost and Nocito disclaim beneficial ownership. See Note (9) below.
 
(8)
Includes 142,857 shares. On March 1, 2005, we entered into an amendment (the "Agreement") to an existing consultant agreement with Summitt Ventures, Inc. ("Summitt"), a company controlled or under the control of Mark Anderson. The value of the consideration contemplated to be rendered by Summitt to us under the Agreement was $71,428.50, and the Company issued 142,857 shares of the Company's common stock (the "Shares"), valued at $0.50 per share, as payment. The Shares at the time of issue were unregistered, restricted shares and not subject to any registration requirement. The Shares were offered only to Summitt in connection with the Agreement and, thus, were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as not being a part of any public offering. The Shares are not convertible into any other class or series of equity. No proceeds were received by us at the time of issuance of the Shares and no proceeds have been received by the Company on account of the Agreement. On September 22, 2005, the Company terminated the Agreement with Summitt, with cause, and on October 13, 2005, the Company notified Summitt that it was canceling the certificate evidencing the Shares on the grounds that, among other things, Summitt induced us to enter into the Agreement through misrepresentation. These 142,857 shares are not counted in the 3,042,655 shares of common stock outstanding as of March 31, 2006. Mark Anderson had investment control of the shares issued to Summitt.

(9)
Includes 1,000,000 shares owned by All American Plazas, Inc. The shares owned by All American Plazas, Inc. are held by the Chelednik Family Trust, a trust established by Mr. Nocito and his wife for the benefit of their family members, of which Mr. Frost is a co-trustee. Mr. Frost is the aggregate beneficial owner of 15.15% of All American Plazas, Inc.
 
MARKET PRICE INFORMATION AND DIVIDENDS

Our common stock commenced trading on the Nasdaq SmallCap Market (now the Capital Market) under the symbol “ABLE” on June 29, 1999. The closing price per share of our common stock on June 15, 2005, the last trading day prior to the announcement of the execution of the asset purchase agreement, was $18.58.  

On October 13, 2005, we received a letter from the Nasdaq, notifying us that we were not in compliance with Marketplace Rule 4310(c)(2)(B)(ii) (the “Rule”). The Rule requires the Company to have a minimum $35 million in market value of listed securities, or $2.5 million in shareholders’ equity, or $500,000 in net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. Nasdaq informed us that we had 30 calendar days, or until November 14, 2005, to regain compliance with the Rule. On October 19, 2005, the Company filed its Form 10-Q for the period ended September 30, 2005 reporting stockholders’ equity of $2,562,617. As a result of discussions with Nasdaq, we filed our Form 10-Q/A on October 21, 2005 to clarify certain line items in the earlier 10-Q. As a result, Nasdaq issued a letter dated October 21, 2005 indicating that the matters of its earlier letter of October 13th, were closed.

There is no established public trading market for the shares of common stock of All American.

The following table sets forth the high and low sales prices for each quarter for our common stock as reported on the Nasdaq Capital Market System from September 30, 2003 through March 31, 2006.
 
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          Common Stock
Quarter Ended
High
Low
     
September 30, 2003
$3.43
$3.15
December 31, 2003
2.71
2.56
March 31, 2004
2.65
2.50
June 30, 2004
2.65
2.28
September 30, 2004
1.89
1.78
December 31, 2004
3.00
2.77
March 31, 2005
11.82
10.41
June 30, 2005
21.21
7.17
September 30, 2005
18.22
11.45
December 31, 2005
13.04
6.25
March 31, 2006
9.69
6.34

Holders of our common stock should obtain current market quotations for their securities. The market price of our common stock could vary at any time before the acquisition.
 
Holders of Common Equity
 
As of May 26, 2006, there were approximately 62 holders of record of our common stock.
  
Dividends
 
We have not paid any dividends on its common stock to date and do not intend to pay dividends prior to the completion of the acquisition.
 
All American
 
There is no established public trading market for the shares of common stock of All American. There are currently 3 holders of the shares of All American common stock. All American does not have any authorized or outstanding equity compensation plans.
 
Dividends Upon Completion of the Acquisition
 
Upon completion of the acquisition of All American, we do not intend to pay any dividends on our shares of common stock. Rather, we intend to reinvest any earnings back into the combined company. At this time, the combined company anticipates that it will retain any earnings and will not pay dividends in the foreseeable future. The combined company also expects that any loan or credit facilities that it enters into will limit its ability to pay dividends.

DESCRIPTION OF OUR SECURITIES 
 
Our total authorized capital stock of consists of 10,000,000 shares of common sock, $.001 par value, and 10,000,000 shares of preferred stock, $.001 par value per share. The following descriptions contain all material terms and features of our securities, are qualified in all respects by reference to our Certificate of Incorporation and By-laws.

Common Stock

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               We are authorized to issue 10,000,000 shares of common stock, $.001 par value per share, of which as of the date of this proxy statement, 3,128,923 shares of common stock are outstanding, not including the shares of common stock to be issued to All American pursuant to the asset purchase agreement.

The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of common stock are entitled to receive ratably dividends as may be declared by the board of directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining, if any, after payment of liabilities. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other securities.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of 10,000,000 shares of preferred stock, $.001 par value per share, with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue classes of preferred stock with voting, liquidation, conversion, or other rights that could adversely affect the rights of the holders of our common stock. Although we have no present intention to issue any shares of our preferred stock, there can be no assurance that we will not do so in the future. Furthermore, we may not issue any preferred stock unless such issuance is approved by our independent directors.

Certain Anti-Takeover Devices

We are subject to Section 203 of the Delaware General Corporation Law, which restricts certain transactions and business combinations between a corporation and an "Interested Stockholder" owning 15% or more of the corporation's outstanding voting stock for a periods of three years from the date the stockholder becomes an Interested Stockholder. Subject to certain exceptions, unless the transaction is approved by the Board of Directors and the holders of at least 66-2/3% of the outstanding voting stock of the corporation (excluding shares held by the Interested Stockholder), Section 203 prohibits significant business transactions such as a merger with, disposition of assets to, or receipt of disproportionate financial benefits by the Interested Stockholder, or any other transaction that would increase the Interested Stockholder's proportionate ownership of any class or series of the corporation's stock. The statutory ban does not apply if, upon consummation of the transaction in which any person becomes an Interested Stockholder, the Interested Stockholder owns at least 85% of the outstanding voting stock of the corporation (excluding shares held by persons who are both directors and officers or by certain stock plans).

STOCKHOLDER PROPOSALS

Our special meeting of stockholders will be held on or about August 29, 2006 unless the date is changed by the board of directors. If you are a stockholder and you want to include a proposal in the proxy statement for the year 2007 annual meeting, you need to provide it to us by no later than February 4, 2007. You should direct any proposals to our secretary at our principal office. If you want to present a matter of business to be considered at this special meeting, under our by-laws you must give timely notice of the matter, in writing, to our secretary.

EXPERTS
 
Our annual financial statements included in this proxy statement have been audited by Simontacchi & Company, LLP, independent registered public accounting firm, to the extent and for the period set forth in their report included herein, and are included herein in reliance upon such report given upon authority of said firm as experts in accounting and auditing. On January 4, 2006 and effective the same date, we terminated Simontacchi & Company, LLP and on January 9, 2006, we engaged Marcum & Kliegman LLP as our independent registered public accounting firm to audit the Company’s financial statements as of and for the fiscal year ending June 30, 2006 and to perform procedures related to the financial statements included in the Company’s quarterly reports on Form 10-Q, beginning with the quarter ended December 31, 2005.
 
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The consolidated financial statements of All American Plazas, Inc. included in this proxy statement have been audited by (a) for the years ended September 30, 2003 and 2002, Beard Miller Company LLP, independent registered public accounting firm, to the extent and for the period set forth in their report included herein, and are included herein in reliance upon such report given upon authority of said firm as experts in accounting and (b) for the year ended September 30, 2004, Maier Markey & Menashi LLP, independent public accounting firm, to the extent and for the period set forth in their report included herein, and are included herein in reliance upon such report given upon authority of said firm as experts in accounting.
 
WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the Securities and Exchange Commission as required by the Securities Exchange Act of 1934, as amended.

You may read and copy reports, proxy statements and other information filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission public reference room located at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.

You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the Securities and Exchange Commission, Public Reference Section, Station Place, 100 F St. NE, Washington DC 20549.

We file our reports, proxy statements and other information electronically with the Securities and Exchange Commission. You may access information on us at the Securities and Exchange Commission web site containing reports, proxy statements and other information at: http://www.sec.gov.

Information and statements contained in this proxy statement, or any annex to this proxy statement, are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to this proxy statement.

All information contained in this proxy statement relating to us has been supplied by us, and all such information relating to All American has been supplied by All American. Information provided by either All American or us does not constitute any representation, estimate or projection of the other.

If you would like additional copies of this proxy statement, or if you have questions about the acquisition, you should contact:

ABLE ENERGY, INC.
198 GREEN POND ROAD
ROCKAWAY, NEW JERSEY 07866
(973) 625-1012

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ANNEX A
 
(A)
 
ASSET PURCHASE AGREEMENT
 
 
 
 
 



ANNEX A


ASSET PURCHASE AGREEMENT

BETWEEN
 
ABLE ENERGY, INC.
 
AND
 
ALL AMERICAN PLAZAS, INC.
 
June 16, 2005
 

ASSET PURCHASE AGREEMENT
 
(AS AMENDED AND RESTATED
 
FROM THE STOCK PURCHASE AGREEMENT DATED AS OF JUNE 16, 2005)
 
This Asset Purchase Agreement (“Agreement”) is made as of June 16, 2005, by Able Energy, Inc., a Delaware corporation (the “Buyer”) and All American Plazas, Inc., a Pennsylvania corporation (the “Company”).
 
RECITALS
 
WHEREAS, the Buyer desires to acquire the Company’s multi-location truck stop business which includes travel stores, restaurants, diesel and gas fueling and lube facilities and motels (the “Business”); and
 
WHEREAS, the Buyer had previously entered into a Stock Purchase Agreement with all the shareholders of the Company to purchase the issued and outstanding capital stock of the Company; and
 
WHEREAS, the parties hereto wish to amend and restate the terms of such Stock Purchase Agreement in their entirety in the manner set forth in this Agreement whereby the Buyer will assume the Business through a purchase of substantially all of the assets of the Company; and
 
WHEREAS, the Buyer plans to issue shares of its unregistered, restricted common stock in consideration for the assets and rights purchased by the Buyer under this Agreement, and the Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the SEC under the Securities Act of 1933, as amended (the “1933 Act”).
 
NOW, THEREFORE, in consideration of the representations, warranties, promises, covenants, and agreements hereinafter contained and intending to be legally bound, the parties hereby agree as follows:
 
ARTICLE I.   DEFINITIONS
 
For purposes of this Agreement, capitalized terms used herein have the meanings specified or referred to in Appendix A attached hereto.
 
ARTICLE II.   SALE; CLOSING
 
2.1  Consideration
 
Subject to the terms and conditions of this Agreement, at the Closing, the Company will sell, assign and transfer substantially all of its assets, rights, liabilities (collectively, the “Assets”) to the Buyer, as set forth in Schedule 2.1, and the Buyer will purchase the Assets from the Company. The Asset shall include, without limitation, an option to purchase the Property Equity Interests. The Assets shall not include fee title to any of the Properties.
 
A-1

 
2.2  Purchase Price
 
(a)    The purchase price (the “Purchase Price”) for the Assets will be paid as follows:
 
(1)  
At the Closing, the Buyer shall deliver to the Company that number of aggregate shares of restricted common stock of the Buyer (together with the shares in (2) and (3) below, the “Able Shares”) based upon a Purchase Price of Thirty Five Million ($35,000,000) Dollars for the Assets.
 
a.  
The price of the Able Shares for purposes of calculating the $35,000,000 Purchase Price shall be $3.00 per share, thus the number of Able Shares delivered to the Company under Section 2.2(l) shall be 11,666,667.
 
b.  
The Able Shares reflecting payment of the Purchase Price shall be as soon as practicable following the Closing distributed (in the form of an extraordinary dividend and in compliance with all securities laws) to the stockholders of the Company in proportion to their respective equity holdings of Company, as set forth on Schedule A annexed hereto.
 
(2)  
[Intentionally omitted.]
 
(3)  
It is hereby acknowledged by the parties, that the Company has entered into a term sheet dated June 6, 2005 with a third party institutional lender to refinance the Company’s debt and provide the Company with certain working capital. Such term sheet provides that the loan will be in the amount of approximately Thirty Five Million ($35,000,000) Dollars, at an interest rate of “30-day LIBOR plus spread (adjustable rate) this is equivalent to Prime + 1.75%.”, with a 25-year term and a 25-year amortization schedule. The Company and the Buyer, as appropriate, will secure the loan with a first mortgage on the Properties (including the Property Equity Interests), including improvements thereto (the “Financing”). The Financing shall be assignable without penalty at any time to the Buyer. In the event that the Company completes the Financing on or before December 31, 2005, the Buyer agrees to increase the Purchase Price by an additional Ten Million ($10,000,000) Dollars which Purchase Price shall be paid in restricted common shares on the same basis as set forth in subparagraphs 1(a) and (b) of this paragraph. Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall have the option to receive rightful title, free of any liens or other encumbrances, to any of the Company’s Properties provided that the Buyer assumes all existing debt obligations relating to such applicable Properties. Such options shall be exercisable at all times provided that the Lease relating to the applicable property remains in effect. In the event the Buyer exercises such option, the Company shall cooperate in all respects to facilitate and deliver to the Buyer any documents the Buyer may require to evidence such ownership in the Properties.
 
(4)  
In connection with the Closing, the Buyer shall enter into leases with each of the Properties which be in the form set forth in Exhibit 2.2(4) (collectively, the “Leases”). It is the intention of the parties hereto that the monthly rental payments under the Lease in the aggregate for the Properties equal to the monthly aggregate debt service payments by the Company for the Properties (the “Property Debt Payments”), and the parties hereto agree to make periodic adjustments to the rental payments under the Leases to reflect such intent (including, without limitation, in the event that the Financing is consummated). The parties agree that any amounts of the Property Debt Payments which is applied to the principal balance of the applicable debt shall increase the Property Equity Interests on a dollar-for-dollar basis.
 
A-2

 
2.3  Closing
 
The purchase and sale of the Assets (the “Closing”) provided for in this Agreement will take place at the offices of the Buyer’s counsel at 530 Fifth Avenue, New York, New York, on the 1st day following the date the shareholders of the Buyer and the Company approve the within transaction based upon the Buyer’s filing of the requisite proxy statement and the Company’s receipt of its applicable consent its shareholders, or at such other time and place as the parties may agree, but in any event not prior to the receipt of the approvals and/or consents as stated in this Section 2.3.
 
2.4  Closing Obligations
 
At the Closing:
 
(a)   the Company will deliver (or cause to be delivered) to the Buyer:
 
(i)   a Bill of Sale relating to the purchase of the Assets and any other document, instrument or certificate reasonably requested by the Buyer to evidence the sale, conveyance or transfer of the Assets to the Buyer;
 
(ii)   the Non-Competition Agreement; and
 
(iii)   a certificate executed by the Company to the effect that, except as otherwise stated in such certificate, each of the Company’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date.
 
(b)   The Buyer will deliver (or cause to be delivered) to the Company:
 
(i)   The Able Shares; and
 
(ii)   a certificate executed by the Buyer to the effect that, except as otherwise stated in such certificate, each of the Buyer's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date.
 
                           ARTICLE III.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
The Company represents and warrants to the Buyer as follows:
 
3.1  Organization and Good Standing
 
(a)   The Company is a corporation duly organized, validly existing, and in good standing under the laws of Pennsylvania, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under Applicable Contracts. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification and in which the failure to be so qualified would have a Material Adverse Effect on the Buyer's ability to conduct the Company's business following the Closing, with such jurisdictions listed on Schedule 3.1.
 
A-3

 
(b)   The Company have delivered to the Buyer copies of the Organizational Documents of the Company, as currently in effect.
 
3.2  Authority; No Conflict; Consents
 
(a)   Subject to the Petro Franchise Consents (as such term is defined in Section 5.4), this Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by laws regarding bankruptcy, insolvency and other creditors' rights, and by principles of equity. Upon the execution and delivery by the Company of this Agreement, the Bill of Sale and the Noncompetition Agreement (collectively, the “Company Closing Documents”), the Company Closing Documents will constitute the legal, valid, and binding obligations of the applicable the Company, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by laws regarding bankruptcy, insolvency and other creditors' rights, and by principles of equity. The Company have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Company Closing Documents and to perform their obligations under this Agreement and the Company Closing Documents.
 
(b)   Subject to the Petro Franchise Consents (as such term is defined in Section 5.4), except as set forth in Schedule 3.2, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
 
(i)   contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Company, or (B) any resolution adopted by the board of directors or the stockholders of the Company;
 
(ii)   contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company, or any of the assets owned or used by the Company, may be subject;
 
(iii)   contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company;
 
(iv)   cause the Buyer or the Company to become subject to, or to become liable for the payment of, any Tax;
 
(v)         cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
 
(vi)   contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
 
(vii)   result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Company.
 
(c)   Except as set forth in Schedule 3.2, the Company is not, nor will it be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
 
3.3  Title; Capitalization
 
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(a)   [Intentionally omitted.]
 
(b)   The authorized equity securities of the Company consist of 100,000 shares of Class A common stock, par value $100.00 per share, of which 25,485.16 shares are issued and outstanding as of the date hereof, and 100,000 shares of Class B common stock, par value $100.00, of which 632 shares are issued and outstanding as of the date hereof. The Company’s subsidiaries are set forth on Schedule 3.3. Except as set forth in Schedule 3.3, no legend or other reference to any purported Encumbrance appears upon any certificate representing issued and outstanding equity securities of the Company and no such Encumbrance will be in effect as of Closing. All of the outstanding equity securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth in Schedule 3.3, there are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of the Company or options or rights to acquire securities of the Company, that will remain in effect at or after Closing. None of the outstanding equity securities or other securities of the Company was issued in violation of the Securities Act or any other Legal Requirement. The Company does not own, nor has any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.
 
3.4  Financial Statements
 
The Company has delivered to the Buyer: (a) audited balance sheets of the Company as at September 30 in each of the years 2002, 2003 and 2004, and the related audited statements of income for each of the fiscal years then ended, (b) an internally prepared balance sheet of the Company as at March 31, 2005 (the “Interim Balance Sheet”), and the related internally prepared statement of income for the fiscal year then ended. Such financial statements and notes fairly and materially present the financial condition and the results of operations of the Company as at the respective dates of and for the periods referred to in such financial statements.
 
3.5  No Material Adverse Change
 
Since the date of the Interim Balance Sheet, to the Company’s Knowledge (a) there has not been any material adverse change in the business, operations, properties, assets, or condition of the Company and (b) no event has occurred or circumstance exists that may result in such a material adverse change other than changes, events and circumstances existing in or affecting the capital markets, and general economic and industry conditions.
 
3.6  Absence of Certain Changes and Events
 
Except as set forth in Schedule 3.6, and except for transactions expected in connection with the Contemplated Transactions, since the date of the Interim Balance Sheet, the Company has conducted the Business only in the Ordinary Course of Business and there has not been any:
 
(a)   change in the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
 
(b)   amendment to the Organizational Documents of the Company;
 
(c)   payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee;
 
(d)   adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company;
 
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(e)   damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company;
 
(f)   entry into, termination of, or receipt of notice of termination of (i) any license, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least $25,000.00;
 
(g)   cancellation or waiver of any claims or rights with a value to the Company in excess of $25,000.00;
 
(h)   material change in the accounting methods used by the Company;
 
(i)   agreement, whether oral or written, by the Company to do any of the foregoing; or
 
(j)   any notice by a governmental agency or quasi-governmental agency regarding the conduct of the Company’s business.
 
3.7  Books and Records
 
The books of account, minute books, stock record books, and other records of the Company, all of which have been made available to the Buyer, are complete and correct in all material respects and have been ma