UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No.1 to FORM 8-K
On
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2006
Able Energy, Inc.
(Exact name of registrant specified in charter)
Delaware 001-15035 22-3520840
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
198 Green Pond Road, Rockaway, NJ 07866
(Address of principal executive offices) (Zip Code)
(973) 625-1012
Registrant's Telephone Number
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Amendment No.1 to Form 8-K on Form 8-K/A is being filed in order to clarify
certain of the information disclosed in the Company's Current Report on Form 8-K
filed January 9, 2005 under Item 4.01(a)(ii) and Item 4.01(a)(iv).
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Previous independent registered public accounting firm.
(i) On January 4, 2006, Able Energy, Inc. (the "Company") dismissed Simontacchi
& Company LLP ("Simontacchi") as its independent registered public accounting
firm.
(ii) Neither of the reports of Simontacchi on the Company's financial statements
and financial statement schedules for the fiscal years ended June 30, 2005 or
June 30, 2004 contains any adverse opinion or disclaimer of opinion and neither
report was qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) The Company's Audit Committee recommended and approved the decision to
change independent registered public accounting firms.
(iv) During the Company's two most recently completed fiscal years and through
January 4, 2006, there have been no disagreements with Simontacchi on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Simontacchi, would have caused it to make reference to the
subject matter of such disagreements in connection with its audit report. There
were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
(v) The Company has given permission to Simontacchi to respond fully to the
inquiries of the successor auditor, including those concerning the subject
matter of this reportable event.
(vi) The Company has requested that Simontacchi furnish the Company with a
letter addressed to the SEC stating whether it agrees with the above statements.
Such letter is filed hereunder as Exhibit 16.1.
(b) New independent registered public accounting firm.
(i) On January 9, 2006 and effective the same date, on the recommendation of the
Company's Audit Committee, the Company engaged Marcum & Kliegman LLP ("Marcum")
as its 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.
(ii) During the two most recent fiscal years and through January 9, 2006, the
Company has not consulted with Marcum regarding either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the financial statements
of the Company, as well as any matters or reportable events described in Items
304(a)(2)(i) or (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- --------------------------------------------------------------
16.1 Letter from Simontacchi & Company LLP to the Securities and
Exchange Commission regarding change in certifying
accountants.*
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 1, 2006
ABLE ENERGY, INC.
By: /s/ Gregory D. Frost
-------------------------
Gregory D. Frost, CEO