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

                                 FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended September 30, 2004

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from ___________ to ___________

                       Commission file number:  0-31715

                      Absolute Glass Protection, Inc.
               ----------------------------------------------
               (Name of Small Business Issuer in its charter)


             Nevada                             91-2007478
 -------------------------------   ---------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer)
  incorporation or organization)          Identification Number)

               3140 Venture Drive, Las Vegas, NV            89101
         ---------------------------------------------   ----------
           (Address of principal executive offices)      (Zip Code)

  Registrant's telephone number, including area code   (702) 735-7575

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  None

Check whether the issuer (1) filed all reports required to be filed by sections
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was  required to file such  reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                                Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The Registrant's revenues for its most recent fiscal year:  $0

The aggregate market value on December 31, 2004 of voting stock held by
non-affiliates was $1,576,483.

As of December 31, 2004, the Registrant had outstanding 18,943,727 shares of
common stock, par value $0.001.

Documents incorporated by reference:  See Item 13.  Exhibits and Reports
on Form 8-K in Part III.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                                       1
<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>

ITEM NUMBER AND CAPTION

                                                                         PAGE
<S>                                                                      <C>
PART I

    Item 1.  Description of Business................................... ..3
    Item 2.  Description of Property.....................................12
    Item 3.  Legal Proceedings...........................................12
    Item 4.  Submission of Matters to a Vote of Security Holders.........13

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters....13
    Item 6.  Management's Discussion and Analysis or Plan of Operation...15
    Item 7.  Financial Statements........................................17
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure......................18
    Item 8A. Controls and Procedures.....................................18


PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act.............................................19
    Item 10. Executive Compensation......................................21
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management...............................................24
    Item 12. Certain Relationships and Related Transactions..............25
    Item 13. Exhibits and Reports on Form 8-K............................26
    Item 14. Principal Accountant Fees and Services......................27


SIGNATURES   ............................................................28

</TABLE>

                 Special Note About Forward-Looking Statements

This report contains forward-looking statements.  The forward-looking
statements include all statements that are not statements of historical
fact.  The forward-looking statements are often identifiable by their use of
words such as "may," "expect," "believe," "anticipate," "intend," "could,"
"estimate," or "continue," "Plans" or the negative or other variations of
those or comparable terms.  Our actual results could differ materially from
the anticipated results described in the forward-looking statements.  Factors
that could affect our results include, but are not limited to, those
discussed in Item 6, "Management's Discussion and Analysis or Plan of
Operation" and included elsewhere in this report.


                                       2
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

A.  BUSINESS DEVELOPMENT

(i) Business Development, Organization and Acquisition Activities
-----------------------------------------------------------------

Absolute Glass Protection, Inc., is a provider of a unique line of safety
and security laminated film products, hereinafter referred to as "Absolute
Glass" or the "Company" or the "Registrant", was organized by the filing of
Articles of Incorporation with the Secretary of State of the State of Nevada on
November 12, 1999.


B.  Business of Issuer

(i) Principal Products, Services and Principal Markets
------------------------------------------------------

The Company
-----------

The Company's product line offers a high-tech and high-performance micro-thin
safety and security laminated film combination with options of single or
multiple layers to meet the customers' protection requirements.  Absolute
Glass Protection has different product thicknesses which are designed to meet
a variety of needs for glass protection.

Absolute Glass's unique safety and security laminates are processed and
prepared for Absolute Glass prior to being shipped directly to their corporate
facility in Las Vegas.  These products will require preparation, packaging and
shipping to be organized by Absolute Glass prior to the final distribution
within its international and national dealer network.  Absolute Glass's
distribution facility in Las Vegas will also provide training and technical
support staff for its dealers.  Absolute Glass has an exclusive arrangement in
the United States and Internationally to market, sell, distribute, and install
Thunderbox Limited products.

The Company offers products that are clear, bronze, gray or silver in color
with combinations of extremely high-end safety, security and solar control to
ensure your privacy and protection. Its safety and security laminates hold
broken glass together like an invisible glove.  Absolute Glass specialty film
laminates are also UV inhibitors and therefore offer high levels of UV
protection.





                                       3
<PAGE>



The Automated Dry Lamination Equipment Division of Absolute Glass consists of
three major components to complete the Automated Laminating Process.  The three
specially designed and required equipment components for this division consist
of (1) an automated glass washing machine; (2) a uniquely designed clean-room
environment (to eliminate any dust particles in the air which could be caught
or trapped between the glass and laminate surface when processing these two
components); and, (3) the actual Lamination Machine.

This specialized laminating machinery automatically compresses the safety and
security laminate onto the glass as the glass passes through the uniquely
designed and fabricated rubberized compression rollers.  The safety and
security films are applied to the glass in a dry laminating process (no water
used), which forces the laminated films adhesives directly into the pores of
the glass at extremely high pressure. Once the safety and security laminated
film has been applied in the glass, the Automated Conveyors remove the glass
from the clean-room environment, the new film laminate and glass combination
is immediately ready for shipping.

These high-quality laminated films are tough, extremely durable and once applied
to existing glass create a virtually penetration-resistant clear shield of
safety and security protection.  This combination offers the protection for
government, commercial, residential and automotive glass available today. ASLG's
safety and security film laminates will work as an integral element for safety
and security requirements and also offers an extremely high tensile strength.
Our laminates come in a wide variety of protection levels (thickness) and
assorted tint options to meet our customer's diverse needs.

Absolute Glass Products Provide Protection Against or Resistance To:
--------------------------------------------------------------------
o Smash & Grab Situations
o Violent Crimes
o Personal Injury
o Flying Glass Fragments
o Violent Weather Conditions
o Ultraviolet Protection
o Asset Loss
o Car Jacking And Auto Theft
o Entrance Thru Glass Doors And Windows
o Bullets
o Material Objects
o Bombs And Explosions

The Company's personnel have completed and now offer new materials, brochures
and videos for their products and dealer program.  The Company's website is
fully operational and offers video clips demonstrating the protection its
various products provide.  The Company's corporate office, production,
distribution and training facility is located in Las Vegas, Nevada.  The
combination of these assets are the support system necessary to implement
Absolute Glass's specially designed new Dealer.


                                       4
<PAGE>


Markets For The Absolute Glass Product Line
-------------------------------------------

Absolute Glass's laminates can be applied much more quickly and far
more efficiently than by hand by utilizing Absolute Glass's specialty
machinery and specially designed state of the art equipment. This process is
known as the Automated Laminating Equipment Processing ("ALEP"). This
equipment is owned by Absolute Glass and is in place at the Company's new
Las Vegas facility.


Government Market
-----------------

Many levels of government around the U.S. and internationally now recognize
terrorism as a reality and have implemented a number of plans and safeguards.
At the same time, the increase in violent crimes and vandalism continues.  New
security measures are being implemented and previous ones are now being enforced
and/or reorganized dramatically. Numerous government agencies are concerned
about other areas of safety and security and are currently focusing on having
safety and security window film laminates installed to meet their protection
requirements in today's ever changing and unpredictable world.


Business Market
---------------

Thefts, smash and grabs, vandalism and other acts of destruction, have plagued
businesses. Privacy and security is a major issue for many businesses and more
businesses are now preparing budgets for the protection of their staff and
property.  This market is wide open and ready for Absolute Glass's glass safety
and security film laminates. Alarms and locks are great deterrent devices,
although the problem remains that glass has always been the most vulnerable
point of any office or business location.

Residential and Individual Market
---------------------------------

On the residential and individual level, individuals today are concerned about
personal safety and security even in their own homes.  The situation is made
worse by the ever-increasing threat of today's terrorism. Problems in our
neighborhoods and lack of respect for people and their property are now a
reality.

                                       5
<PAGE>


Automotive Glass Market
-----------------------

The prospects provided within the individual market apply here as well.  Add in
car jacking and ever-increasing car theft, and the end result is that
individuals are desperate for a method of protecting themselves and their
vehicles.  Absolute Glass products offer vehicle owners a respectable measure
of added protection.  The Absolute Glass products are an extremely affordable
solution to these continually growing problems of theft and smash and grab
related crimes against automobiles. Additionally, this market includes buses,
trains, boats and aircraft.

The New Construction Market
---------------------------

The potential in the new construction market is incredible.  The individuals and
companies who are involved in new construction know that this is a specialized
field that has its own particular nuances with new regulations and requirements
being promulgated on a regular basis. This is a real positive for Absolute
Glass.

Sales to new construction projects, governments, industrial, commercial,
business and residential markets will now begin to formulate.  Absolute Glass
has well-trained industry recognized individuals in place to operate this
department. Any security or safety sensitive location that is in the planning
stages will now be taking more controllable steps in achieving their desired
level of safety and security protection.

Using Absolute Glass methods, resources and people, Absolute Glass products
will easily conform to new specifications and future applications for aspects
of the construction arena. Here too, the (ALEP) High-Tech Application Process
will come in to focus.  Absolute Glass's laminates can be applied in advance
with tremendous cost savings, prior to being shipped to the actual construction
site location.  Glass laminated prior to construction can then be installed at
the construction site with large dollar savings in the labor category.

Product Overview
----------------

Absolute Glass's unique safety and security laminates are prepared for Absolute
Glass prior to being shipped directly to their corporate facility in Las Vegas.
These products still require preparation, packaging and shipping to be organized
by Absolute Glass prior to the final distribution within its International and
National dealer network.  Absolute Glass's distribution facility in Las Vegas
will also provide Training and Technical Support staff for its network.

                                       6
<PAGE>


Absolute Glass's different product thicknesses are designed to meet a variety
of needs and requirements. Absolute Glass's 4-mil thickness product will
provide minimal safety.  At the 10-mil+ to 21-mil thickness levels, these
products will provide a strong barrier against serious attacks and provide
extreme bomb blast resistance and protection when applied to regular 1/4-inch
plate glass.  The Company's new 14, 18 and 21+ mil thickness laminates now
provides an impressive bullet resistance when applied to certain types of
regular plate or tempered glass.


The Automated Dry Laminating Machinery Division of Absolute Glass
-----------------------------------------------------------------

This specialized equipment division was designed and built for the purpose of
applying these unique safety and security laminates automatically to the glass
surfaces of regular plate glass.  The major advantage of the Automated
Laminating Machine Process is to reduce the actual time required to laminate a
piece of glass.

The unique advantage for this equipment division is the method in which the
glass can be automatically laminated.  The new Automated Lamination Division of
Absolute Glass will easily be capable of processing high quantities of safety
and security laminate to glass per hour.  This combination of unique machinery
cuts down the manual labor cost tremendously, thus providing the Absolute Glass
facility with the ability to laminate extremely large quantities of plate glass
product.


(a)  Limited Operating History

The Company has a limited operating history having been incorporated in the
State of Nevada on November 12, 1999.  Activities to date have been limited
primarily to organization, initial capitalization, establishing an appropriate
operating facility in Las Vegas, Nevada and commencing with initial operational
plans.  The Company has developed a business plan, established administrative
offices, developed a website and promotional material, and started to identify
prospective customers for its glass protection products.

The Company has a limited operating history and must be considered to be a
developmental stage company.  Prospective investors should be aware of the
difficulties encountered by such new enterprises, as the Company faces all
of the risks inherent in any new business and especially with a
developmental stage company.  These risks include, but are not limited to,
competition, the absence of an operating history, the need for additional
working capital, and the possible inability to adapt to various economic
changes inherent in a market economy.





                                       7
<PAGE>



(b)  Anticipated Losses for the Foreseeable Future

The Company has prepared audited financial statements as of September 30,
2004, reporting that the Company is in its developmental stages.  Its
ability to continue to operate as a going concern is fully dependent upon
the Company obtaining sufficient revenues or financing to continue its
development and operational activities.  It is important to note that even
if the appropriate financing is received or the Company is able to generate
additional revenues, there is no guarantee that the Company will ever be
able to operate.

It is also important to note that the Company anticipates that it will
incur losses and negative cash flow over the next twelve (12) to twenty-
four (24) months.  There is no guarantee that the Company will ever operate
profitably or even receive positive cash flows from full operations.

(c)  Dependence on Glass Protection Products

The overall business plan and all of the Company's plans for profitability and
success are dependent on the continued use (and even growth) of laminates for
glass protection.  As technologies continue to evolve, there are no assurances
that the Company's laminate processes will have a viable market.

(d)  Risk of Equipment and Property Losses and Failures

A part of the business of glass products involves the maintenance of the
specialty Laminating equipment.  Time and money can be drained if the
equipment requires heavy maintenance.

The Company has no guarantee that in expanding it will not also put equipment
in jeopardy in ways that could substantially affect the Company's
profitability.

In the related matter of property loss or loss of revenue due to equipment
failures, the potential damage to the company's profitability is also
substantial.  This of course includes the expenditures related to replacing
or repairing faulty equipment.

(e)  Competition

The Company has both existing and potential competitors, most of whom, like
3M, are well respected in the marketplace.  The interesting fact is that most
of these companies neither have nor offer high end safety or security pre-
laminated glass options like those offered by Absolute Glass.

3M
--

This is probably the best known brand name in the tinting and safety window
film business, however, the higher mil laminating films do not represent its
core business.  The 3M name is well-recognized and has a very positive
connotation and brand name recognition. While 3M offers several different
products in its safety film product line, its major focus in the
marketplace is not security films, but rather window tinting related films.

                                       8
<PAGE>

LLUMAR
------

Llumar has some of the higher quality window tints and films in the industry
which are used regularly by companies dealing professionally throughout the
window tint industry.  Like 3M, tinted films represent their core business
and they produce some safety window films as well.  This company sells its
products through a series of window tinting dealers and through other methods
as well.

The research that Absolute Glass has undertaken, has demonstrated that all the
above-mentioned products are fairly similar in price.  The price varies when
there is a substantial difference in the thickness of the film and, of course,
the quality of the actual product.  Absolute Glass's main focus will not be the
window tint industry, but the safety and security film laminate specialty
market.

(f)  Possible Inability To Find Suitable Employees

The Company currently relies exclusively upon the services and expertise
of John Dean Harper, and Michael I. Kling, its two officers and other marketing
sales and support employees/consultants. To properly support the marketing,
sales, general management, and specialty laminating functions of the Company,
the Company will eventually need to hire additional staff.

No assurances can be given that the Company will be able to find suitable
employees that can support the above needs of the Company or that these
employees can be hired on terms favorable to the Company.


(i)  Expansion Plans May Prove Unworkable

Though the Company directed towards the plan stated above, there is no
guarantee that it will in fact be able to achieve its goals.  As it is still
a small operation.  The Company may not be able to grow to the next goal
which would require a more sophisticated organization.

(j) Potential Difficulty Finding Distributors for its products

The ideas being developed to help others start their own dealerships for the
Company's glass laminating products is in place.  There are no guarantees that
if the Company identifies Dealers for its products that they will be able to
generate revenues anticipated by the Company.

(k)  Potential Fluctuation In Operating Results; Quarterly Fluctuations

The Company's operating results may fluctuate significantly in the future as
a result of a variety of factors, many of which are outside the Company's
control. See "--Limited Operating History."  As a strategic response to
changes in the competitive environment, the Company may from time to time
make certain pricing, marketing decisions or acquisitions that could have a
material short-term or long-term adverse effect on the Company's business,
results of operations and financial condition.

                                       9
<PAGE>


(l)  Government Regulation.

Although the Company plans on obtaining all required federal and state
permits, licenses, and bonds to operate its facilities, there can be no
assurance that the Company's operation and profitability will not be subject
to more restrictive regulation or increased taxation by federal, state, or
local agencies.

(m)  Possible Liability For Service Provided.

There is no guarantee that the level of coverage secured by the Company will
be adequate to protect the Company from risks associated with claims that
exceed the level of coverage maintained.  As a result of the Company's
limited operations to date, no threatened or actual claims have been made
upon the Company for service liability.

(n)  Risks Associated With New Campaigns And Attempts To Expand

There can be no assurance that the Company will be able to expand its
operations in a cost-effective or timely manner or that any such efforts will
maintain or increase overall market acceptance.  Expansion of the Company's
operations in this manner would also require significant additional expenses
and development, that could strain the Company's management, financial and
operational resources.  The lack of market acceptance of the Company's
products could result in the Company's inability to generate satisfactory
revenues and its inability to offset their costs could have a material
adverse effect on the Company's business, results of operations and
financial condition.

(o)  Risks Associated With Acquisitions

If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes
are strategic and would help it to expand its glass laminating business
or the regions within which it operates.

The Company currently has no understandings, commitments or agreements with
respect to any other material acquisition and no other material acquisition
is currently being pursued.  There can be no assurance that the Company will
be able to identify, negotiate or finance future acquisitions successfully,
or to integrate such acquisitions with its current business. The process of
integrating an acquired business, technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be
available for ongoing development of the Company's business.  Moreover,
there can be no assurance that the anticipated benefits of any acquisition
will be realized.





                                       10
<PAGE>


Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition.  Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company
to obtain additional equity or debt financing, which might not be available
on terms favorable to the Company, or at all, and such financing, if
available, might be dilutive.


2)  Industry Background

According to the U. S. Census Bureau, Statistical Abstract of the United
States as of 1999, the manufacturing of stone, clay, and glass products
provided an industry total of 41 billion dollars; an increase of 15.7 billion
dollars from 1990.  There were 16,541 establishments for the manufacturing of
stone, clay, and glass products in 1999, up from an establishment total of
16,473 in 1998.  Additionally, in 1999 the industry employed 510,000
individuals; an increase of 2,000 employees from 1998.  Larger, well-funded
companies will take advantage of opportunities for expansion through
acquisition of weaker, regional companies, or to increase market share from
those companies that literally disappear.

3)  Plans for Expansion

Among other expansion strategies being considered, the Company intends to
open dealerships for its products distribution.   The Company seeks to
identify dealers to apply a similar enterprise in their own area, one that can
be run efficiently and effectively by relative novices in the business
field, if they, like the founders, have enough desire, motivation, talent
and determination to succeed.  This will also be useful in creating links
with other similar and allied laminated glass customers around the country.

4)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
    Agreements, or Labor Contracts

At this time there are no applicable patents, concessions, royalty agreements
or labor contracts.

5)  Impact on Environmental Laws

As the Company is involved in laminating glass products, it does not expect
to have any impact on environmental laws.








                                       11
<PAGE>



6)  Employees

The Company currently has employees, who also serve as officers of the
Company.  This includes: one President, and one CFO who are not related.  Until
the Company can grow and generate revenues, the Company does not plan on adding
additional officers.  The Company has added marketing, sales and support
employees and consultants during 2004.

(i) The Company's performance is substantially dependent on the performance
of its President, John Dean Harper, and its CFO, Michael I. Kling.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of its executive officers could have a
material adverse effect on the business, results of operations and financial
condition of the Company.  The Company's future success also depends on its
eventual ability to attract and retain highly qualified technical and
managerial personnel.

(iii)  There can be no assurance that in the future the Company will be able
to attract and retain additional highly qualified technical and managerial
personnel. The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.

7) Present Licensing Status

None -- Not Applicable.

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company's corporate offices are located at:  3140 Venture Drive, Las Vegas,
NV  89101, telephone number (702) 735-7575.  The Company rents this 9,000
square foot facility with an annual rent of approximately $60,000.00.

ITEM 3.  LEGAL PROCEEDINGS.


As of the date hereof, Absolute Glass Protection, Inc. is not a party to any
material legal proceedings, and none are known to be contemplated against
it.  In September 2003, the Company issued 10,000 shares of its $.001 par
value common stock valued at $3,500 to an individual for the settlement
of a lawsuit.


                                       12
<PAGE>


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

The Registrant has its annual shareholder meeting on December 30, 2004.
At the annual shareholder meetings, the shareholders approved:

1.  Election of one Director (John Dean Harper)
2.  Ratification of Beckstead and Watts, LLP as independent auditors



                                PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(i) Market Information
----------------------

On April 6, 2001, the Company's common stock was cleared for trading on the
OTC Bulletin Board system.  Its stock symbol is ASLG.  For the year ended
September 30, 2004, the prices of the common stock in the over-the-counter
market, as reported and summarized by the OTC Bulletin Board were $1.20 high
bid, and $0.15 low bid.  Such prices are based on inter-dealer bid and asked
prices,  without  markup, markdown, commissions, or adjustments and may not
represent actual transactions.

All shares of common stock outstanding may be sold without restriction, except
5,806,368 shares, which are restricted securities within the meaning of
Rule 144 and cannot be sold without registration under the Securities Act of
1933 or in a transaction exempt from registration.

The table below sets forth the high and low bid prices of our common stock for
each quarter shown, as provided by the NASD Trading and Market Services
Research Unit.  Quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

<TABLE>
<CAPTION>

CALENDAR QUARTER                             HIGH              LOW
--------------------------------             ----              ----
<S>                                          <C>               <C>
FISCAL 2003

Quarter ended December 31, 2002              $0.09             $0.04
Quarter ended March 31, 2003                 $0.64             $0.09
Quarter ended June 30, 2003                  $0.75             $0.42
Quarter ended September 30, 2003             $1.05             $0.47

FISCAL 2004

Quarter ended December 31, 2003              $0.22             $1.20
Quarter ended March 31, 2004                 $0.17             $0.59
Quarter ended June 30, 2004                  $0.16             $0.62
Quarter ended September 30, 2004             $0.15             $0.53
</TABLE>

                                       13
<PAGE>


On December 30, 2004, the closing price per share of our common stock on
the OTC Bulletin Board was $0.12 per share.

(a) On September 22, 2003, the Company completed its private placement
memorandum and issued a total of 450,000 shares of its $0.001 par value common
stock and 225,000 warrants.  For every two shares of common stock purchased in
the offering, the investor received one warrant to  purchase one share of the
Company's $0.001 par value common stock.  Each warrant has an exercise price
of $1 per share and is  exercisable at any time for a period of one year.
The Company may call the warrant, in whole or in part, at a price of $2 per
share provided the closing bid price exceeds $2 per share for ten consecutive
trading days.

As of September 30, 2004 outstanding warrants to acquire shares of common stock
on a one-for-one basis totaled $0.

The following is a summary of the activity of all outstanding warrants:

<TABLE>
<CAPTION>
                                        Number of            Weighted Average
                                         Warrants              Exercise Price
<S>                                       <C>                     <C>
Balance, September 30, 2003               225,000                 1.00

Warrants granted                              -0-                  -0-
Warrants exercised                            -0-                  -0-
Warrants forfeited/expired              (225,000)                 1.00
                                        ---------                 ----
Balance, September 30, 2004                   -0-                  -0-
                                        =========                 ====
Exercisable, September 30, 2004               -0-                  -0-
                                        =========                  ===
</TABLE>


(b)  The Company did not repurchase any of its shares during the fourth
quarter of the fiscal year covered by this report.


(ii) Dividends
--------------

The Company has never paid or declared any dividend on its Common Stock and
does not anticipate paying cash dividends in the foreseeable future.  Holders
of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available
for the payment of dividends.  The Company does not anticipate paying any
dividends on its common stock in the foreseeable future.


                                       14
<PAGE>




(iii) Holders
-------------

The approximate number of holders of record of common stock as of September 30,
2004 was approximately seventy-five (75).

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

General
-------

The company has completed the build out of its facility, including, but not
limited to setting up the graphics department, obtaining a final certificate of
occupancy and finalizing its Automated Dry Lamination Division.  A Business Plan
has been completed, promotional brochures have been prepared and the company's
website it operational.  Legal and promotional materials have been prepared in
order to pursue sales.

The Company has achieved no revenues and no profitability to date.  Since
the Company's inception, it has experienced an accumulated deficit of
$(3,836,545).


Results of Operations
---------------------

Since the Company's inception, it has generated no revenues and a net loss
of $(3,836,545).  For its year ended September 30, 2004, the Company incurred
a net loss of $(1,690,303) or $(.09) per share versus $(1,125,609) or $(0.07)
per share for the same period last year.  This net loss represented $299,303 in
general and administrative expenses and $785,204 in consulting expenses.  The
majority of the Company's expenses for the Fiscal Year 2004 included consulting
expenses.  Management does not believe the company will generate any significant
profit in the near future, as developmental and marketing costs will most likely
exceed any anticipated revenues.

At September 30, 2004, the Company had no cash and cash equivalents.  To
date, the Registrant shows negative cash flows.  Management expects losses from
operations and negative cash flow to continue for the foreseeable future.  If
the Company's revenues and spending levels are not adjusted accordingly, the
Company may not generate sufficient revenues to achieve profitability.  Even if
profitability is achieved, the Registrant may not sustain or increase such
profitability on a quarterly or annual basis in the future.  The Registrant may
need to raise additional funds in the future.  There is no certainty that any
additional financing will be available on terms favorable to the Company.  If
additional funds are raised by the issuance of equity securities, then
existing shareholders may experience dilution of their ownership interest and
such securities may have rights senior to those of the then existing holders of
common stock.  If additional funds are raised by the issuance of debt
instruments, the Registrant may be subject to certain limitations on its
operations.  If adequate funds are not available or not available on acceptable
terms, the Registrant may be unable to fund its operations, develop or enhance
services, or respond to competitive pressures.

                                       15
<PAGE>

Plan of Operations
------------------

The Company has been developing its marketing plan to identify a customer base
for the application and sale of its line of safety and security laminated film
products.  The Company also is looking at expanding its product line via merger
or acquisition.

Absolute Glass markets a high-tech and high-performance micro-thin safety and
security laminated film.  The Company's product line of laminated film includes
different product thicknesses which are designed to meet a variety of needs for
glass protection.

Absolute Glass's unique safety and security laminates are processed and prepared
for Absolute Glass prior to being shipped directly to their corporate facility
in Las Vegas.  Absolute Glass's distribution facility in Las Vegas will also
provide training and technical support staff for its dealers.

Unless the Company can start generating revenues, it is questionable that it
can remain a Going Concern.  In order for the Company to remain a Going Concern,
it will need to find additional capital.  Additional working capital may be
sought through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders), or
from other available funding sources at market rates of interest, or a
combination of these.  The ability to raise necessary financing will depend on
many factors, including the economic and market conditions prevailing at the
time financing is sought.  No assurances can be given that any necessary
financing can be obtained on terms favorable to the Company, or at all.

Liquidity and Capital Resources
-------------------------------

The Company's primary sources of liquidity since its inception has been the
sale of shares of common stock from shareholders, and the issuance of shares
for the purchase of property and equipment.

Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern.  In order for the Company to remain
a Going Concern it will need to find or generate additional capital.  There
can be no assurance that any such financing can be obtained or, if obtained,
that it will be on reasonable terms.  Therefore, management is currently
assessing options, so that the Company can remain a Going Concern.



                                       16
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.


                                   CONTENTS


<TABLE>
<CAPTION>

CONTENTS
                                                        PAGE
<S>                                                     <C>
INDEPENDENT AUDITORS' REPORT                            F-1
BALANCE SHEETS                                          F-2
STATEMENTS OF OPERATIONS                                F-3
STATEMENT OF STOCKHOLDERS' EQUITY                       F-4-8
STATEMENTS OF CASH FLOWS                                F-9
NOTES TO FINANCIAL STATEMENTS                           F-10-19

</TABLE>


                                     17

<PAGE>


Beckstead and Watts, LLP
----------------------------
Certified Public Accountants
                                                   2425 W Horizon Ridge Parkway
                                                            Henderson, NV 89052
                                                             702.257.1984 tel
                                                          702.362.0540 fax
        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         --------------------------------------------------------------

We have audited the accompanying balance sheet of Absolute Glass Protection,
Inc. (the "Company") (A Development Stage Company), as of September 30, 2004
the restated balance sheet as of September 30, 2003, and the related statement
of operations, stockholders' equity, and cash flows for the year ended
September 30, 2004 and the restated statement of operations,
stockholders' equity, and cash flows for the year ended September 30, 2003,
and for the restated period from September 14, 2001 (Date of Inception) to
September 30, 2004. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Absolute Glass Protection,
Inc. (A Development Stage Company) as of September 30, 2004 the restated
balance sheet as of September 30, 2003, and the related statement of
operations, stockholders' equity, and cash flows for the year ended September
30, 2004 and the restated statement of operations, stockholders' equity, and
cash flows for the year ended September 30, 2003, and for the restated period
from September 14, 2001 (Date of Inception) to September 30, 2004, in
conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had limited operations and have not
commenced planned principal operations. This raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Beckstead and Watts, LLP

Las Vegas, NV

January 14, 2005

                                   F-1

<PAGE>

                      Absolute Glass Protection, Inc.
                (Formerly Benchmark Technology Corporation)
                        (a Development Stage Company)
                               Balance Sheets
<TABLE>
<CAPTION>

Balance Sheets
                                               September 30,     September 30,
                                                   2004               2003
                                               -------------     -------------
                                                                  (restated)
<S>                                            <C>               <C>
Assets

Current assets:
   Cash                                        $       325      $           -
                                               -----------      -------------
     Total current assets                              325                  -

Fixed assets, net                                                           -

Other assets
   Security deposit                                  5,000              5,000
   Deferred lease acquisition costs, net                 -             16,572
                                               -----------      -------------
                                                     5,000             21,572

                                               $     5,325      $      21,572
                                               ===========      =============

Liabilities and Stockholder's (Deficit)

Current liabilities:
   Cash overdraft                                        -                110
   Accrued expenses                                 75,868             24,751
   Accounts payable                                 25,388             51,857
   Accounts payable - related party                406,227            269,017
   Wages payable                                   135,000             45,000
   Notes payable                                     8,000              8,000
   Notes payable - related party                    75,905             31,970
   Deferred revenue                                 77,400                  -
   Mandatorily redeemable preferred stock           49,450             49,450
   Mandatorily redeemable preferred
        Stock - related party                       25,005             24,005
                                               -----------      -------------
     Total current liabilities                     877,244            504,160
                                               -----------      -------------

Stockholder's (deficit):

 Preferred stock, $0.001 par value,
   5,000,000 shares authorized,
   no shares issued and outstanding
   as of 9/30/04 and 9/30/03                             -                  -
 Common stock, $0.001 par value,
   20,000,000 shares authorized,
   18,943,727 and 16,538,727
   shares issued and outstanding
   as of 9/30/04 and 9/30/03                        18,944             16,539
 Additional paid-in capital                      2,986,238          2,276,893
 Deferred compensation                             (40,556)          (629,778)
 (Deficit) accumulated during
      development stage                         (3,836,545)        (2,146,242)
                                               -----------      -------------
                                                  (871,918)          (482,588)
                                               -----------      -------------
                                               $     5,325      $      21,572
                                               ===========      =============

</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                     F-2

<PAGE>


                       Absolute Glass Protection, Inc.
                 (Formerly Benchmark Technology Corporation)
                         (a Development Stage Company)
                           Statements of Operations


<TABLE>
<CAPTION>

Statements of Operations


                                     For the years ended
                                        September 30,       September 14, 2001
                                  ------------------------    (Inception) to
                                      2004        2003      September 30, 2004
                                  -----------  -----------  ------------------
                                               (restated)       (restated)
<S>                               <C>          <C>          <C>
Revenue                           $         -  $         -  $                -
                                  -----------  -----------  ------------------
Expenses:
  General and administrative
    expenses                          299,303      317,113           1,586,793
  Depreciation and amortization        16,572       97,790             164,618
  Consulting expenses                 785,204      434,874           1,220,078
  Compensation expenses               589,223            -             589,223
  Loss on impairment                        -      272,332             272,332
                                  -----------  -----------  ------------------
   Total expenses                   1,690,303    1,122,109           3,833,045
                                  -----------  -----------  ------------------

Other loss:
  Loss on settlement of lawsuit             -        3,500               3,500
                                  -----------  -----------  ------------------
                                            -        3,500               3,500
                                  -----------  -----------  ------------------

Net (loss)                        $(1,690,303) $(1,125,609) $       (3,836,545)
                                  ============ ============ ===================

Weighted average number of
  common shares outstanding -
basic and fully diluted           18,318,316    16,106,918
                                  ===========  ===========

Net (loss) per share - basic &
  fully diluted                   $     (0.09) $     (0.07)
                                  ============ ============

</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>
                       Absolute Glass Protection, Inc.
                 (Formerly Benchmark Technology Corporation)
                         (a Development Stage Company)
                Statements of Changes in Stockholders' Equity
<TABLE>
<CAPTION>

Statements of Changes in Stockholders' Equity
                                                    (Deficit)
                                                   Accumulated
           Common Stock   Additional                 During        Total
        ------------------ Paid-in    Deferred     Development    Stockholders
          Shares   Amount  Capital    Compensation    Stage        Equity
        ---------- ------- ---------- ------------ -----------    ---------
<S>     <C>        <C>     <C>          <C>        <C>               <C>
September
15, 2001
Shares issued
for
services     1,000 $     1 $      999                              $   1,000

September
19, 2001
Shares issued
for property
and
equipment   91,300      91     91,209                                 91,300

September
19, 2001
Shares issued
for property
and
equipment  229,110     229    228,881                                229,110

September
19, 2001
Shares issued
to acquire
lease and
security
deposit    146,000     146    145,854                                146,000

September
19, 2001
Shares issued
to acquire
dealer
rights   9,341,575   9,342     (9,342)                                    -

Net (loss)
September 14,
2001
(inception)
to
September 30,
2001             -       -          -            -    (60,369)      (60,369)
        ---------- ------- ---------- ------------ -----------    ----------
Balance,
September 30,
2001     9,808,985 $ 9,809 $  457,601          -   $  (60,369)    $ 407,041
        ========== ======= ========== ===========  ===========    =========

  The accompanying notes are an integral part of these financial statements.

                                     F-4
<PAGE>

                       Absolute Glass Protection, Inc.
                 (Formerly Benchmark Technology Corporation)
                         (a Development Stage Company)
                Statements of Changes in Stockholders' Equity


                                                    (Deficit)
                                                   Accumulated
           Common Stock   Additional                 During        Total
        ------------------ Paid-in    Deferred     Development    Stockholders
          Shares   Amount  Capital    Compensation    Stage        Equity
        ---------- ------- ---------- ------------ -----------    ---------
October 1,
2001
Shares issued
for
services   300,000     300    299,700                -              300,000

October 1,
2001
Shares issued
for
services   307,515     307    307,208                -              307,515

Donated
capital          -       -        510                -                  510

Shares
issued for
reverse
acquisi-
tion       583,500     584       (584)               -                    -
shares
retained
by former
control
group    2,940,000   2,940     (2,940)               -                    -

Debt
conversion
to preferred
stock            -       -      2,480                -                2,480

September 26,
2002
Shares issued
for
services   400,000     400     15,600                -               16,000

September
26, 2002
Shares issued
for
services   300,000     300     11,700                -               12,000

September
27, 2002
Shares issued
For
services   100,000     100      3,900                -                4,000

Net (loss)
for the year
ended
September 30,
2002                                                  (960,264)    (960,264)
        ---------- ------- ---------- ------------ -----------    ---------

Balance,
September 30,
2002    14,740,000 $14,740 $1,095,175         -    $(1,020,633)   $  89,282
        ========== ======= ========== ===========  ============   =========


  The accompanying notes are an integral part of these financial statements.

                                     F-5

<PAGE>

<PAGE>
                       Absolute Glass Protection, Inc.
                 (Formerly Benchmark Technology Corporation)
                         (a Development Stage Company)
                Statements of Changes in Stockholders' Equity

                                                    (Deficit)
                                                   Accumulated
           Common Stock   Additional                 During        Total
        ------------------ Paid-in    Deferred     Development    Stockholders
          Shares   Amount  Capital    Compensation    Stage        Equity
        ---------- ------- ---------- ------------ -----------    ---------
November 5,
2002
Shares issued
for
services   500,000 $   500 $   14,500            -               $  15,000

January 14,
2003
Service
shares
cancelled (900,000)   (900)       900                                    -

March 12,
2003
Shares issued
for
services 1,000,000   1,000    549,000    (323,889)                 226,111

March 31,
2003
Shares issued
for
services   500,000     500    219,500     (22,000)                 198,000

March 31,
2003
Service
shares
cancelled (400,000)   (400)  (148,222)                            (148,622)

May 3, 2003
Shares issued
for
services   500,000     500    364,500    (283,889)                  81,111

September 22,
2003
Shares issued
pursuant to
504 private
placement  450,000     450    157,050                              178,500

  The accompanying notes are an integral part of these financial statements.

                                     F-6
<PAGE>

                       Absolute Glass Protection, Inc.
                 (Formerly Benchmark Technology Corporation)
                         (a Development Stage Company)
                Statements of Changes in Stockholders' Equity


                                                    (Deficit)
                                                   Accumulated
           Common Stock   Additional                 During        Total
        ------------------ Paid-in    Deferred     Development    Stockholders
          Shares   Amount  Capital    Compensation    Stage        Equity
        ---------- ------- ---------- ------------ -----------    ---------


September
22, 2003
Shares issued
for settlement
of lawsuit  10,000      10      3,490                                3,500

Adjustment in
allocation
error      138,727     139          -                                  139

Net (loss)
For the year
ended
September 30,
2003                                                (1,125,609)  (1,125,609)
        ---------- ------- ---------- ------------ -----------    ---------

Balance,
September 30,
2003    16,538,727 $16,539 $2,276,893    (629,778) $(2,146,242)  $ (482,588)
        ---------- ------- ---------- ------------ -----------   -----------
October 31, 2003
Shares
issued
for
services   80,000       80     20,920                                21,000

Dec 31, 2003
Shares
issued for
wages  1,850,000    1,850    553,150                                555,000

  The accompanying notes are an integral part of these financial statements.

                                   F-7

<PAGE>

                                                    (Deficit)
                                                   Accumulated
           Common Stock   Additional                 During        Total
        ------------------ Paid-in    Deferred     Development    Stockholders
          Shares   Amount  Capital    Compensation    Stage        Equity
        ---------- ------- ---------- ------------ -----------    ---------

Dec. 31, 2003
Amortization of
deferred
compensation                               160,167                  160,167

March 31, 2003
Amortization of
deferred
compensation                               160,167                  160,167

June 30, 2004
Shares issued
for consulting
services     475,000    475      135,275                            135,750

June 30, 2004
Amortization of
deferred
compensation                               149,167                  149,167

Sept. 30, 2004
Amortization of
deferred
compensation                               119,722                  119,722

Net (loss)
For the year
Ended Sept. 30, 2004                                 (1,690,303) (1,690,303)
        ---------- ------- ---------- ------------ ------------- -----------
Balance,
September 30,
2004    18,943,727 $18,944 $2,986,238     (40,556)  $(3,836,545)  $(871,919)
        ========== ======= ========== ============  ============  ==========


</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                     F-8


<PAGE>
                       Absolute Glass Protection, Inc.
                 (Formerly Benchmark Technology Corporation)
                         (a Development Stage Company)
                           Statements of Cash Flows


<TABLE>
<CAPTION>

Statements of Cash Flows

                                     For the years ended
                                        September 30,       September 14, 2001
                                  ------------------------    (Inception) to
                                      2004         2003     September 30, 2004
                                  -----------  -----------  ------------------
                                               (restated)        (restated)
<S>                               <C>          <C>          <C>
Cash flows from operating activities
Net (loss)                        $(1,690,303) $(1,125,609) $       (3,836,545)
Depreciation and amortization
  expense                              16,573       97,790             164,618
Shares issued for services          1,300,973      371,739           2,315,436
Shares issued for security deposit          -       30,000              30,000
Donated capital                             -            -                 510
Shares issued for legal settlement          -        3,500               3,500
Loss on impairment of asset                 -      272,332             272,332
Adjustments to reconcile net
  (loss) to net cash (used) by
  operating activities:
  Increase in security deposit              -       (5,000)             (5,000)
  Increase in wages payable            90,000       45,000             135,000
  Increase (decrease) in
     accounts payable                 (26,469)      51,857              25,119
Increase in accounts
   payable - related party            137,210      269,017             406,227
  Increase in accrued expenses         51,116     (218,070)             75,867
  Increase in customer deposits        77,400            -              77,400
                                  -----------  -----------  ------------------
Net cash (used) by operating
  activities                          (43,499)    (207,444)           (335,535)
                                  ------------ ------------ -------------------

Cash flows from financing activities
Decrease in cash overdraft               (110)        (218)                  -
Manditorily redeemable preferred stock      -            -              49,450
Manditorily redeemable preferred
Stock - related party                       -            -              24,005
Proceeds from stock issuance                -      178,500             178,500
Proceeds from notes payable                 -       (2,000)              8,000
Proceeds from notes payable - related
                              party    43,934       31,162              75,904
                                  ------------ ------------ -------------------
Net cash provided by financing
  activities                           43,824      207,444             335,859
                                  -----------  -----------  ------------------

Net increase in cash                      325            -                 325
Cash - beginning                            -            -                   -
                                  -----------  -----------  ------------------
Cash - ending                     $       325  $         -  $              325
                                  ===========  ===========  ==================


Supplemental disclosures:
   Interest paid                  $         -  $         -  $                -
                                  ===========  ===========  ==================
   Income taxes paid              $         -  $         -  $                -
                                  ===========  ===========  ==================

Non-cash investing and financing activities:
   Shares issued for
     services provided            $ 1,300,973  $   371,739  $        2,315,436
                                  ===========  ===========  ==================
   Number of shares issued
     for services                   2,405,000    1,200,000           5,014,515
                                  ===========  ===========  ==================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                     F-9

<PAGE>

<PAGE>
                        ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                     RESTATED NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

Organization
------------

The  Company  is  currently a development stage company under the provisions of
the  Financial Accounting  Standards  Board  ("FASB")  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  7. The Company was incorporated under the
laws  of the State of Nevada on September  14,  2001.  The  Company  will  be a
provider  of  a  line  of  safety and security laminated film products. A major
focus will be the automated lamination of the Company's safety and security and
security product line directly  to  regular  glass plate. The Company's offices
and production facilities are located in Las Vegas,  Nevada.  It will offer its
products its products through a nationwide dealer network.

Estimates
---------

The  preparation of financial statements in conformity with generally  accepted
accounting  principles  requires  management  to make estimates and assumptions
that affect the reported amounts of assets and  liabilities  and  disclosure of
contingent  assets and liabilities at the date of the financial statements  and
the reported  amounts  of  revenue  and  expenses  during the reporting period.
Actual results could differ from those estimates.

Cash and cash equivalents
-------------------------

The  Company  maintains a cash balance in a non-interest-bearing  account  that
currently does  not  exceed  federally  insured limits.  For the purpose of the
statements  of  cash  flows, all highly liquid  investments  with  an  original
maturity of three months or less are considered to be cash equivalents.

Property, plant and equipment
-----------------------------

Property, plant and equipment  are stated at the lower of cost or estimated net
recoverable amount.  The cost of  property,  plant and equipment is depreciated
using  the straight-line method based on the lesser  of  the  estimated  useful
lives of the assets or the lease term based on the following life expectancy:

                        Computer equipment             5 years
                        Vehicles                       5 years
                        Office furniture and fixtures  7 years

Repairs  and  maintenance  expenditures  are charged to operations as incurred.
Major improvements and replacements, which  extend the useful life of an asset,
are capitalized and depreciated over the remaining estimated useful life of the
asset.   When assets are retired or sold, the  costs  and  related  accumulated
depreciation  and amortization are eliminated and any resulting gain or loss is
reflected in operations.

                                    F-10
<PAGE>
                        ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                    RESTATED NOTES TO FINANCIAL STATEMENTS

Revenue recognition
-------------------

The Company recognizes revenue on an accrual basis as it invoices for services.

Reporting on the costs of start-up activities
---------------------------------------------

Statement of Position  98-5  (SOP  98-5),  "Reporting  on the Costs of Start-Up
Activities,"  which  provides guidance on the financial reporting  of  start-up
costs and organizational  costs, requires most costs of start-up activities and
organizational costs to be  expensed  as  incurred.   SOP 98-5 is effective for
fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5,
there has been little or no effect on the Company's financial statements.

Loss per share
--------------

Net  loss  per  share  is  provided in accordance with Statement  of  Financial
Accounting Standards No. 128  (SFAS  #128) "Earnings Per Share". Basic loss per
share is computed by dividing the net  income by the weighted average number of
common shares outstanding available to common  stockholders  during the period.
The basic weighted average number of common shares outstanding  was  18,048,741
and  15,379,147  for the years ended September 30, 2004 and 2003, respectively.
The fully diluted  weighted  average  number  of  common shares outstanding was
18,498,741  and 14,266,500 for the years ended September  30,  2004  and  2003,
respectively.    The  computation  for  earnings  per  common  share,  assuming
dilution,  for the  year  ended  September  30,  2004,  was  antidilutive,  and
therefore is  not  included.  Outstanding warrants as of September 30, 2004 and
2003 totaled 0 and 225,000.

Advertising Costs
-----------------

The Company expenses  all  costs  of  advertising  as  incurred.  There were no
advertising costs included in selling, general and administrative  expenses for
the period ended September 30, 2004.

Research and Development Costs
------------------------------

Research and development costs are charged to expense when incurred rather than
recorded  as  inventory,  component  of  overhead,  or  otherwise  capitalized.
Depreciation  expense  related  to  such capitalized costs should be considered
research and development costs.


                                    F-11


<PAGE>

                        ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                    RESTATED NOTES TO FINANCIAL STATEMENTS



Fair value of financial instruments
-----------------------------------

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to  management  as  of  September 30, 2004.
The respective carrying value of certain on-balance-sheet financial instruments
approximated  their fair values. These financial instruments include  cash  and
accounts payable.  Fair  values were assumed to approximate carrying values for
cash and payables because  they  are  short  term  in nature and their carrying
amounts approximate fair values or they are payable on demand.

Impairment of long lived assets
-------------------------------

Long lived assets  held  and used  by the  Company  are  reviewed for  possible
impairment whenever  events or circumstances indicate the carrying amount of an
asset may not be recoverable or is impaired. On September 30, 2003, the Company
previously wrote  down  $272,332  as  "Loss on  impairment  of  Assets"  as  of
September 30, 2004 the Company had not identified any additional impairments.

Segment reporting
-----------------

The  Company  follows  Statement  of Financial Accounting  Standards  No.  130,
"Disclosures  About Segments of an Enterprise  and  Related  Information".  The
Company operates  as  a  single  segment  and  will evaluate additional segment
disclosure requirements as it expands its operations.

Dividends
---------

The Company has not yet adopted any policy regarding  payment of dividends.  No
dividends have been paid or declared since inception.




                                    F-12

<PAGE>











                        ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                    RESTATED NOTES TO FINANCIAL STATEMENTS


Income taxes
------------

The  Company follows  Statement  of  Financial  Accounting  Standard  No.  109,
"Accounting  for Income Taxes" ("SFAS No. 109") for recording the provision for
income taxes.   Deferred tax assets and liabilities are computed based upon the
difference between  the  financial statement and income tax basis of assets and
liabilities using the enacted  marginal  tax  rate  applicable when the related
asset or liability is expected to be realized or settled.   Deferred income tax
expenses  or benefits are based on the changes in the asset or  liability  each
period.  If  available  evidence  suggests that it is more likely than not that
some  portion  or all of the deferred  tax  assets  will  not  be  realized,  a
valuation allowance is required to reduce the deferred tax assets to the amount
that is more likely  than not to be realized.  Future changes in such valuation
allowance are included in the provision for deferred income taxes in the period
of change.

Deferred income taxes  may  arise  from  temporary  differences  resulting from
income and expense items reported for financial accounting and tax  purposes in
different  periods.   Deferred  taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary  differences  that  are not related to an
asset or liability are classified as current or non-current  depending  on  the
periods in which the temporary differences are expected to reverse.

Recent pronouncements
---------------------

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts
of idle facility expense, freight, handing costs, and spoilage. This statement
requires that those items be recognized as current period charges regardless
of whether they meet the criterion of "so abnormal" which was the criterion
specified in ARB No. 43. In addition, this Statement requires that allocation
of fixed production overheads to the cost of production be based on normal
capacity of the production facilities. This pronouncement is effective for
the Company beginning October 1, 2005. The Company does not believe adopting
this new standard will have a significant impact to its financial statements.




                                    F-13

<PAGE>






                        ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                     RESTATED NOTES TO FINANCIAL STATEMENTS


In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach
described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective
for the Company in the first interim or annual reporting period beginning
after December 15, 2005. The Company expects the adoption of this standard
will have a material impact on its financial statements assuming employee
stock options are granted in the future.

Year end
--------

The Company has adopted September 30 as its fiscal year end.


NOTE  2  -  RESTATEMENT  OF  FINANCIAL STATEMENTS DUE TO CHANGE  IN  ACCOUNTING
PRINCIPLE

The Company determined during  the  year  ending  September 30, 2004 that it is
appropriate  to  write  down  certain assets as an impairment  loss  given  its
current business focus and its  lack  of  operations.  The effect of the change
required a restatement of the September 30,  2003 financial statements in order
to  properly  reflect the related adjustment to  depreciation  expense  in  the
amount of $27,933  and  impairment  loss  on  operating assets in the amount of
$272,332.  The Company also determined that the  recognition  and the valuation
of the warrants in the amount of $132,600 were inappropriate. The effect of the
change required a restatement of the September 30, 2003 financial statements in
order  to properly reflect the related adjustment to compensation  expense  and
additional  paid  in  capital.   The  cumulative effect of these changes was to
increase net loss for the year ended September  30, 2003 by $158,045.  Retained
earnings  as  of  October  1,  2003  has  been  adjusted  for  the  retroactive
application of the change in accounting principle.






                                 F-14

<PAGE>







                        ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                     RESTATED NOTES TO FINANCIAL STATEMENTS


NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared  assuming  the Company
will  continue  as  a  going  concern.   As shown in the accompanying financial
statements, the Company has incurred a net  loss  of  $3,836,545 for the period
from  inception to September 30, 2004, and has no sales.   The  future  of  the
Company  is  dependent  upon  its  ability  to obtain financing and upon future
profitable operations from the development of  its  new business opportunities.
Management has plans to seek additional capital through  private placements and
public offerings of its common stock.  The financial statements  do not include
any adjustments relating to the recoverability and classification  of  recorded
assets,  or  the  amounts  of  and  classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

These  conditions  raise  substantial doubt  about  the  Company's  ability  to
continue as a going concern.   These  financial  statements  do not include any
adjustments that might arise from this uncertainty.

NOTE 4 - INCOME TAXES

For  the  period ended September 30, 2004, the Company incurred  net  operating
losses and  accordingly,  no  provision  for income taxes has been recorded. In
addition, no benefit for income taxes has  been recorded due to the uncertainty
of the realization of any tax assets. At September  30,  2004,  the Company had
approximately  $3,836,545  of federal and state net operating losses.  The  net
operating loss carryforwards, if not utilized will begin to expire in 2016.

The components of the Company's deferred tax asset are as follows:

<TABLE>
<CAPTION>

                                                  AS OF SEPTEMBER 30,
                                                         2004
<S>                                               <C>
Deferred tax assets:
  Net operating loss carryforwards                $        3,836,545
                                                  ------------------
    Total deferred tax assets                              3,836,545
Deferred tax liabilities:
  Depreciation                                                     -

Net deferred tax assets before valuation allowance         3,836,545
Less: Valuation allowance                                 (3,836,545)
                                                  -------------------
Net deferred tax assets                           $              -0-
                                                  ===================
</TABLE>

                                   F-15
<PAGE>
                        ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                     RESTATED NOTES TO FINANCIAL STATEMENTS



NOTE 5 - STOCKHOLDERS' EQUITY

In November 2002, the Company  issued  500,000  shares  of its common stock for
services  provided.  The Company recorded the market value  of  the  shares  at
$15,000.

In  January  2003,  the  Company  negotiated  an  agreement  with  an  existing
consulting firm to cancel  900,000  shares  previously  issued  to the firm for
consulting services. The Company issued 800,000 shares in September of 2001 for
services valued at $32,000. In addition, the Company issued 100,000  shares  On
November  5,  2002 for services valued at $3,000. The Company agreed to pay the
consulting firm  for their continued services on a cash basis. All certificates
were cancelled on  January  14,  2003 without adjustment to previously expensed
services.

In March 2003, the Company entered  into  two  consulting  agreements  with two
unrelated  companies  for  the  services  of  corporate public relations for an
eighteen-month  period. A total of 1,000,000 shares  of  the  Company's  common
stock were issued  and  recorded  as  deferred  compensation value of $530,000,
based on the market value of the shares issued on  the  day  of  issuance.  The
stated  shares were issued on March 12, 2003. The Company amortized expenses in
the amount of $323,889 for the year ended September 30, 2004.

In March  2003,  the  Company  entered  into  a  consulting  agreement  with an
individual  to  assist  it  in  preparing  and drafting company documents for a
twelve-month period. A total of 500,000 shares  of  the  Company's common stock
were issued and recorded as deferred compensation value of  $220,000,  based on
the  market  value  of  the  shares  issued on the date of issuance. The stated
shares were issued on March 31, 2003.  Subsequent  to the date of such issuance
of these shares, the Company and the consultant reached  a  mutually  agreeable
understanding  to  return 400,000 of the 500,000 shares to the Company and  the
Company agreed to pay  the  consultant  for  his  continued  services on a cash
basis. Such certificate representing 400,000 shares has been cancelled  on  May
5, 2003.  The Company recognized an expense in the amount of $22,000 during the
year ended September 30, 2004.

In  May 2003, the Company entered into a consulting agreement with a company to
provide  consulting  services  for an eighteen-month period. A total of 500,000
shares of the Company's common stock  were  issued  and  recorded  as  deferred
compensation of $365,000, based on the market value of the shares issued on the
date of issuance. The Company amortized expenses in the amount $243,333 for the
year ended September 30, 2004.



                                 F-16

<PAGE>



                        ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                    RESTATED NOTES TO FINANCIAL STATEMENTS


In  September  2003,  the  Company issued 450,000 shares of its $.001 par value
common stock pursuant to Regulation  D, Rule 504 of the Securities Act of 1933.
The Company received the total proceeds  of  $178,500 from the public offering.
For every two shares of common stock purchased  in  the  offering, the investor
received one warrant to purchase one share of the Company's  $0.001  par  value
4common stock.

In  September  2003,  the  Company  issued 10,000 shares of its $.001 par value
common stock valued at $3,500 to an individual for the settlement of a lawsuit.

In October 2003, the Company issued 80,000  shares  of  its  $0.001  par  value
common stock in exchange for services valued at $21,000.

In  December  2003, the Company issued 1,850,000 shares of its $0.001 par value
common stock in exchange for services valued at $555,000.

In June 2004, the  Company issued 475,000 shares of its $0.001 par value common
stock in exchange for services valued at $135,750.

As of September 30, 2004, there have been no other issuances of common stock.


NOTE 6 - RELATED PARTY TRANSACTIONS

During the years, the  Company incurred a total of $406,227 of accounts payable
for the consulting services  provided  by  the  former  director  and a current
shareholder. As of September 30, 2004, the full amount is overdue for more than
90 days.

On  April 1, 2003, the Company reached an agreement with the president  of  the
Company  to  pay  a token salary of $60,000 annually. As of September 30, 2004,
the Company accrued $90,000 as wages payable.

On April 1, 2003, the  Company reached an agreement with the CFO of the Company
to pay a token salary of  $30,000  annually.  As  of  September  30,  2004, the
Company accrued $45,000 as wages payable.

As  of  September  30,  2004, the president of the Company advanced a total  of
$46,427 to the Company for  various  expenses. This amount is recorded as notes
payable to related party and it is due upon demand.

As of September 30, 2004, a shareholder  of  the  Company  advanced  a total of
$29,478  to the Company for various expenses. This amount is recorded as  noted
payable to related party and is due upon demand.




                                 F-17

<PAGE>

                        ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                    RESTATED NOTES TO FINANCIAL STATEMENTS

NOTE 7 - MANDITORILY REDEEMABLE PREFERRED STOCK

On June 30, 2002, the Company designated the initial series of preferred stock,
designated  as  Non-Voting  2002  Series A Preferred Stock ("Series A Preferred
Stock").  The number of shares which  may  be  issued is 100,000.  The Series A
Preferred Stock is subject to mandatory redemption  by the Company on or before
June 28, 2003, at a redemption price of $1.00 per share.

The Series A Preferred Stock will be entitled to a dividend  equal to the Prime
Interest Rate plus 2% per year on its redemption value, payable quarterly.

As  of  September  30,  2004,  the  Company is in default and the total amount
owed to the noteholders is $73,455 of which $24,005 is due to the president of
the Company.

NOTE 8 - DEFERRED REVENUE

On October 15, 2003, the Company entered into  an agreement with Absolute Glass
Protection of San Jose California ("AGP CA") whereby  the  Company would obtain
the  exclusive  rights  to sell, distribute and install all products  available
through AGP CA throughout  an  exclusive  territory. The purchase price for the
dealership rights is $35,000 per territory and each contract shall extend for a
period  of  five  years. As of September 30, 2004,  the  Company  has  recorded
$77,400 in deferred revenue.



                                   F-18


<PAGE>


                       ABSOLUTE GLASS PROTECTION, INC.
                  (FORMERLY BENCHMARK TECHNOLOGY CORPORATION)
                     RESTATED NOTES TO FINANCIAL STATEMENTS


NOTE 9 - WARRANTS AND OPTIONS

On September 22, 2003,  the  Company completed its private placement memorandum
and issued a total of 450,000  shares  of its $0.001 par value common stock and
225,000  warrants.  For  every two shares of  common  stock  purchased  in  the
offering, the investor received  one  warrant  to  purchase  one  share  of the
Company's $0.001 par value common stock. Each warrant has an exercise price  of
$1  per  share  and  is  exercisable  at any time for a period of one year. The
Company may call the warrant, in whole  or  in part, at a price of $2 per share
provided the closing bid price exceeds $2 per share for ten consecutive trading
days.

As of September 30, 2004 outstanding warrants to acquire shares of common stock
on a one-for-one basis totaled $0.

The following is a summary of the activity of all outstanding warrants:

<TABLE>
<CAPTION>
                                        Number of            Weighted Average
                                         Warrants              Exercise Price
<S>                                       <C>                     <C>
Balance, September 30, 2003               225,000                 1.00

Warrants granted                              -0-                  -0-
Warrants exercised                            -0-                  -0-
Warrants forfeited/expired              (225,000)                 1.00
                                        ---------                 ----
Balance, September 30, 2004                   -0-                  -0-
                                        =========                 ====
Exercisable, September 30, 2004               -0-                  -0-
                                        =========                  ===
</TABLE>



                                     F-19



<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

On March 18, 2002, the Company filed a Current Report on Form 8-K with the
United Stated Securities and Exchange Commission, in which the Company stated
in Item 4 "Changes in Registrant's Certifying Account."

On February 19, 2003, the Company filed a Current Report on Form 8-K with the
United Stated Securities and Exchange Commission, in which the Company stated
in Item 4 "Changes in Registrant's Certifying Account."


ITEM 8A. CONTROLS AND PROCEDURES

As of September 30, 2004, Absolute Glass Protection, Inc. carried out an
evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures.  This evaluation was carried out under the supervision
and with the participation of management, including our Chief Principal Officer
and Chief Financial Officer.  Based upon that evaluation, our Chief Principal
Officer and Chief Financial Officer concluded that Absolute Glass Protection,
Inc.'s disclosure controls and procedures are effective.  There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out
the evaluation.



                                       18
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.


A. The names, ages and positions of the Company's directors and executive
officers are as follows:

<TABLE>
<CAPTION>

Name                         Age                   Position
------------                 ---         -------------------------------
<S>                          <C>         <C>
John Dean Harper             42          President, Treasurer, Director
Michael I. Kling,            42          VP/CFO

</TABLE>

All directors hold office until the next annual meeting of stockholders and
until their successors are elected and qualify. Officers serve at the discretion
of our board.


Biographies
-----------

The following are brief biographies of the officers and director:


John Dean Harper, President/Treasurer & Director
------------------------------------------------

Mr. Harper is a graduate of Ohio University in Athens, Ohio with a Bachelors of
Business Administration degree and a double major in Business Pre-Law and
General Business.  He is also a graduate of the University of Cincinnati,
College of Law with a Juris Doctor.  Mr. Harper has a private law practice
focusing primarily on corporate law, labor/employment and litigation.  Mr.
Harper serves as counsel for a number of law enforcement labor associations in
the State of Nevada.  Mr. Harper has been involved in taking a number of
companies from startup to publicly trading.


                                       19
<PAGE>

<PAGE>
Previous Experience:

  Dates                       Name of Company                   Job Title
--------------------          ---------------                   ---------
1984-1986           Lazarus Dept. Store (Columbus, Ohio)        Asst. Buyer
1986-1989           Univ. of Cincinnati, College of Law         Law Student
1989-1991           Schottenstein, Zox and Dunn                 Assoc. Atty.
1991-1995           Redmon & Harper                             Partner
1996-1998           Gugino & Schwartz                           Assoc. Atty.
1999-2002           Starbase-1 Coffee Co. Ltd.                  President
2000-2002           Lock-Gun.com                                President
1996-Present        John Dean Harper, Attorney at Law
1996-Present        Las Vegas Police Protective Assoc.          Chief General
                                                                Counsel
1996-Present        Nevada Conference of Police and Sheriffs    General Counsel
1999-2004           Injured Police Officers Fund                Counsel
2001-Present        Absolute Glass Protection, Inc.             President,
                                                                Treasurer,
                                                                Director


Michael I. Kling, Vice President/Chief Financial Officer
--------------------------------------------------------

Mr. Kling is a Certified Public Accountant as well as licensed to practice law
in Ohio, Michigan, Nevada and California.  Mr. Kling obtained his Juris Doctor
from the Ohio State University and his Masters of Law in Taxation from Wayne
State University.  Mr. Kling maintains a law practice focusing on wealth
preservation, asset protection, estate planning and business formation.  In
addition to his professional activities, Mr. Kling is President of the Southern
Nevada Estate Planning Council, legal counsel for the North Las Vegas Community
Foundation and a member of several other charitable and community organizations.

Previous Experience:

   Dates                      Name of Company                    Job Title
   -----                      ---------------                    ---------
1986-1989          Arthur Young                                Staff Account
1989-1992          Ohio State Univ., College of Law            Law Student
1992-1993          Wayne St. Univ. Law School                  Obtained LL.M.
1993-1996          Cunningham, Davison, Beeby, Rogers          Assoc. Atty.
                   & Alward
1996-1999          Jeffrey L. Burr & Assoc.                    Assoc. Atty.
1999-2000          Delloitte & Touche                          Senior Mgr.
2000-2001          Kummer, Kaempfer, Bonner & Renshaw Assoc.   Head of Tax
                                                                      Dept.
2001-Present       Law Offices of Michael I. Kling             Owner
2001-Present       Get Outdoors II, LLC                        Member/Manager
2001-Present       Get Outdoors III, LLC                       Member/Manager
2001-Present       R M Holdings, LLC                           Member/Manager
2002-Present       Absolute Glass Protection, Inc.             VP, CFO

                                       20
<PAGE>


B.  The information from the definitive proxy statement for the 2003 annual
meeting of stockholders under the caption "Election of Directors: Executive
Officers, Directors and Nominees" and "Compliance with Section 16(a) of the
Exchange Act" is incorporated herein by reference.


ITEM 10.  EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

Remuneration of Directors and Executive Officers

As a result of our the Company's current limited available cash, no officer or
director received compensation during the fiscal years ended September 30, 2004,
September 30, 2003, and September 30, 2002.  John Dean Harper, President,
effective April 1, 2003, was entitled to receive a salary of $5,000 per month,
which is due and owed.  Michael I Kling, CFO, effective April 1, 2003, was
entitled to receive a salary of $2,500 per month, which is due and owed.


                         SUMMARY COMPENSATION TABLES

                         ------------------------------------------------------
                                        Annual Compensation
                         ------------------------------------------------------
     Name and                                          Other Annual
Principal Position  Year    Salary ($)     Bonus ($)   Compensation ($)
-------------------------------------------------------------------------------
John Dean Harper
    President,
    Director       2004     60,000 (1)     -0-           -0-
                   2003     30,000 (1)     -0-           -0-
                   2002      -0-           -0-           -0-
-------------------------------------------------------------------------------
Michael I. Kling
    CFO            2004     30,000 (1)     -0-           -0-
                   2003     15,000 (1)     -0-           -0-
                   2002      -0-           -0-           -0-
-------------------------------------------------------------------------------

(1)  Not paid, but due and owed.


                                      21
<PAGE>


Long Term Compensation Table

                              Performance Award Plan
                              ----------------------

                                                Number of      Number of Shares
                                Dollar          Restricted        Underlying
Name and Position       Year    Value ($)(1)     Shares          Stock Options
-------------------------------------------------------------------------------
John Dean Harper (2)
Chairman, President     2004  $ 3,150,000      3,500,000 (3)    Not applicable
                        2003            0              0
                        2002            0              0
Michael I. Kling
Chief Financial Officer 2004      225,000        250,000        Not applicable
                        2003            0              0
                        2002            0              0
                            -------------------------------------------------
Executive Group (2 persons)   $ 3,375,000      3,750,000        Not applicable

Non-Executive Director
   Group (no persons)        Not applicable   Not applicable    Not applicable

Non-Executive Officer
   Employee Group
   (no persons)              Not applicable   Not applicable   Not applicable
--------------------------------------------------------------------------------

(1) The dollar value of the grants of stock to be made under the plan has been
    approved by stockholders at the Company's 2003 annual shareholder meeting.

(2) Mr. Harper, will receive 1,500,000 restricted shares and additional
    restricted shares upon achievement of the following performance criteria:
    a) the issuance of 1,000,000 shares for the start-up and significant sales
    of an International Division and/or subsidiary for the promotion of the
    Company's products, dealerships, and services; and, b) the issuance of
    1,000,000 shares if the Company's market cap exceeds $20 million for a
    period of 30 consecutive days.


STOCK OPTIONS.
--------------

During the year ended September 30, 2004, the Company did not have any stock
option plan in place.


EMPLOYEE PENSION, PROFIT SHARING OR OTHER RETIREMENT PLANS.
-----------------------------------------------------------

The Company does not have a defined benefit, pension plan, profit sharing, or
other retirement plan.

                                       22
<PAGE>


<PAGE>
COMPENSATIN OF DIRECTORS
------------------------

There were no arrangements pursuant to which any director of the Company was
compensated for the period from November 12, 1999 (date of inception) to
September 30, 2004 for any service provided as a director.  In addition, no
such arrangement is contemplated for the foreseeable future.


Audit Committee
---------------
     The company does not have an Audit Committee.  The sole members of the
Board sits as the Audit Committee.  No qualified financial expert has been hired
because the company is to small to afford such expense.

Code of Ethics
--------------

     The company has not adopted a Code of Ethics for the Board and the salaried
employees.


Committees and Procedures
-------------------------

     (1)  The registrant has no standing audit, nominating and compensation
          committees of the Board of Directors, or committees performing similar
          functions.  The Board acts itself in lieu of committees due to its
          small size.

     (2)  The view of the board of directors is that it is appropriate for the
          registrant not to have such a committee because its sole director
          participates in the consideration of director nominees and the
          board is so small.

     (3)  The sole member of the Board who acts as nominating committee is
          not independent, pursuant to the definition of independence of a
          national securities exchange registered pursuant to section 6(a)
          of the Act (15 U.S.C. 78f(a).

     (4)  The nominating committee has no policy with regard to the
          consideration of any director candidates recommended by security
          holders, but the committee will consider director candidates
          recommended by security holders.

     (5)  The basis for the view of the board of directors that it is
          appropriate for the registrant not to have such a policy is that
          there is no need to adopt a policy for a small company.

     (6)  The nominating committee will consider candidates recommended by
          security holders, and by security holders in submitting such
          recommendations.


                                       23
<PAGE>



     (7)  There are no specific, minimum qualifications that the nominating
          committee believes must be met by a nominee recommended by security
          holders except to find anyone willing to serve with clean background.

     (8)  The nominating committee's process for identifying and evaluation
          nominees for director, including nominees recommended by security
          holders, is to find anyone willing to serve with clean background.
          There are no differences in the manner in which the nominating
          committee evaluates nominees for director based on whether the
          nominee is recommended by a security holder, or found by the board.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of September 30, 2004, by each
person known by Absolute Glass Protection, Inc., to own beneficially more than
5% of the outstanding common stock, by each of our directors and officer and by
all of our directors and officers as a group.  Unless otherwise indicated
below, all persons listed below have sole voting and investment power with
respect to their shares of common stock.

<TABLE>
<CAPTION>
                                                     Amount
Title     Name and Address                           of shares          Percent
of        of Beneficial                              held by     Date     of
Class     Owner of Shares          Position          Owner    Purchased  Class
--------------------------------------------------------------------------------
<S>       <C>                    <C>                <C>       <C>         <C>
Common    John Dean Harper(1)    President/Director  516,364   7/25/02
                                                     339,963   7/30/02
                                                   1,156,372  12/17/03    10.62%

Common    Michael I. Kling(2)    CFO                 339,963   7/25/02
                                                     250,000  12/17/03     3.12%
Common    Thunder Box Limited(3) Shareholder       3,203,696   7/26/02    16.91%
--------------------------------------------------------------------------------
Totals:                                            5,806,368              30.65%

All Executive Officers and
Directors as a Group (2 persons)                   2,602,672              13.73%

</TABLE>

The percentages listed in the Percent of Class column are based upon 18,943,727
outstanding shares of Common Stock, which will be the number of outstanding
shares of Common Stock as of the effective date.

(1)  John Dean Harper, 3140 Venture Drive, Las Vegas, NV  89101.
(2)  Michael I. Kling, 3140 Venture Drive, Las Vegas, NV  89101.
(3)  Thunder Box Limited, a Vanuatu corporation, PFK House, Lini Highway,
     P.O. Box 211, Port Vila, Vanuatu, beneficially owned by Thunder Box
     Limited, Alexander Gilliland, President and Director.

                                      24
<PAGE>


Persons Sharing Ownership of Control of Shares

The following own or share the power to vote five percent (5%) or more of the
Company's securities: John Dean Harper and Thunder Box Limited.

C.  Non-voting Securities and Principal Holders Thereof

The Company has not issued any non-voting securities.

D.  Options, Warrants and Rights

As of September 30, 2004, outstanding warrants to acquire shares of common
stock on a one-for-one basis totaled 255,000.

The following is a summary of activity of outstanding warrants:

                                                    Weighted
                                                    Average
                                    Number          Exercise
                                 Of Warrants        Price
                                 -----------        --------
Balance, September 30, 2002                -        $   -

Warrants granted                     255,000         1.00
Warrants exercised                         -         1.00
Warrants forfeited/expired                 -         1.00
                                     -------         ----


Balance, September 30, 2004          255,000        $1.00
                                     =======        =====


Exercisable, September 30, 2004      255,000        $1.00
                                     =======        =====


E.  Parents of Issuer

Under the definition of parent, as including any person or business entity
who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through a Board Resolution, the Company hired the professional services of
Beckstead & Watts, LLP, Certified Public Accountants, to perform audited
financials for the Company.  Beckstead & Watts, LLP own no stock in the Company.
The company has no formal contracts with its accountant, they are paid on a
fee for service basis.

                                     25
<PAGE>

As of September 30, 2004, the president of the Company advanced a total of
$75,905 to the Company for various expenses.  This amount is recorded in the
financial footnotes as notes payable to related party and it is due upon
demand.

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities.  If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests.  The Company has not formulated a policy for the
resolution of such conflicts.



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

Description of Exhibits
-----------------------

Exhibit Number           Description
--------------           -----------

      31.1               Certification of Principal  Executive  Officer Pursuant
                         to  Section  302 of  the  Sarbanes-Oxley  Act of  2002,
                         promulgated under the Securities  Exchange Act of 1934,
                         as amended.

      31.2               Certification  of Chief Financial  Officer  Pursuant to
                         Section  302  of  the   Sarbanes-Oxley   Act  of  2002,
                         promulgated under the Securities  Exchange Act of 1934,
                         as amended.

      32                 Certification of Chief Financial Office and Principal
                         Executive  Officer pursuant to 18 U.S.C. Section  1350,
                         as  adopted  pursuant  to Section 906 of the Sarbanes-
                         Oxley Act of 2002.


REPORTS ON FORM 8-K

The Company did not file any Current Reports during the year ended
September 30, 2004.


                                      26

<PAGE>


Item 14.  Principal Accountant Fees and Services

AUDIT FEES

The aggregate fees billed by the Company's auditors for professional services
rendered in connection with the audit of the Company's annual consolidated
financial statements for fiscal 2004 and 2003 and reviews of the consolidated
financial statements included in the Company's Forms 10-KSB for fiscal 2004 and
2003 were approximately $15,000 and $15,000, respectively, of which $13,000 is
still owed to Beakstead and Watts, LLP for the Company's September 30, 2004 year
end audit.

AUDIT-RELATED FEES

The Company's auditors did not bill any additional fees for assurance and
related services that are reasonably related to the performance of the audit or
review of the Company's financial statements and are not reported under "Audit
Fees" above.

TAX FEES

The aggregate fees billed by the Company's auditors for professional services
for tax compliance, tax advice, and tax planning were $0 and $0 for fiscal 2003
and 2002, respectively.

ALL OTHER FEES

The aggregate fees billed by the Company's auditors for all other non-audit
services rendered to  the Company, such as attending meetings and other
miscellaneous financial consulting, in fiscal 2003 and 2002 were $0 and $0,
respectively.

                                       27
<PAGE>

2543:
2544:
                               SIGNATURES


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

                                    Absolute Glass Protection, Inc.
                                    --------------------------------
                                           (Registrant)

Dated:  January 14, 2005

By: /s/ John Dean Harper
------------------------------
        John Dean Harper
        President
        Treasurer and Director

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

                                     Absolute Glass Protection, Inc.
                                     --------------------------------
                                              (Registrant)

Dated:  January 14, 2005

By: /s/ John Dean Harper
---------------------------
        John Dean Harper


                                      28



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