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

_________________



FORM 10-Q/A

(Amendment No. 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended: March 31, 2012



[   ] TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________



Commission File No. 0-21279



|                                                      
|------------------------------------------------------
|ABSOLUTE POTENTIAL, INC.                              
|(Exact Name of Registrant as Specified in Its Charter)





|Florida                                                        |  | 59-3223708                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                                                             
|-----------------------------------------------------------------------------
|141West Jackson Blvd,Suite 2182, Chicago, Illinois 60604                     
|(Address of Principal Executive Offices)                           (Zip Code)
|                                                                             
|312-427-5457                                                                 
|(Registrant’s Telephone Number, Including Area Code)                         
|                                                                             

Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.   Yes  [X]   No  [  ]



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).   Yes [   ] No [X]



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.

|                                                                                    |                                 
|----------------------------------------------------------------------------------- | --------------------------------
|Large accelerated filer. [  ]                                                       | Accelerated filer.    [  ]      
|Non-accelerated filer.   [  ] (Do not check
        if a smaller reporting company) | Smaller reporting company.   [X]



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes   [X] No   [  ]





As of May 4, 2012, 646,176 shares of the registrant’s common
stock, par value of $0.0001, were outstanding.



















Explanatory Note



The purpose of this Amendment No. 1 to the Quarterly Report
on Form 10-Q of Absolute Potential, Inc. for the quarterly period ended March 31, 2012, filed with the Securities and Exchange
Commission on May 11, 2012 (the “Form 10-Q”), is to amend the Statements of Cash Flows which inadvertently stated “Six
Months Ended December 31,” instead of properly referring to the period “Six Months Ended March 31”. The amounts
in the Statements of Cash flows were not changed as they properly reflected the activity for the six months ended March 31, 2012
and 2011.



No other changes have been made
to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect
events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made
in the original Form 10-Q.





















TABLE OF CONTENTS



|           |                                                                                      |    | Page
|---------- | ------------------------------------------------------------------------------------ | -- | ----
|           | PART I                                                                               |    |     
|Item 1.    | Financial Statements                                                                 |    | 2   
|Item 2.    | Management’s Discussion and Analysis of Financial Condition and Results of Operation |    | 10  
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                           |    | 14  
|Item 4     | Controls and Procedures                                                              |    | 14  
|           |                                                                                      |    |     
|           | PART II                                                                              |    |     
|Item 1.    | Legal Proceedings                                                                    |    | 16  
|Item 1A.   | Risk Factors                                                                         |    | 16  
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                          |    | 16  
|Item 3.    | Defaults Upon Senior Securities                                                      |    | 16  
|Item 4.    | Mine Safety Disclosures                                                              |    | 16  
|Item 5.    | Other Information                                                                    |    | 16  
|Item 6.    | Exhibits                                                                             |    | 16  
|SIGNATURES |                                                                                      | 17





















PART I

Item 1. Financial Information



Absolute Potential, Inc.

Balance Sheets



|                                                                           |  |   | March 31,   |   |  |   | September 30, |  
|-------------------------------------------------------------------------- |  | - | ----------- | - |  | - | ------------- | -
|                                                                           |  |   | 2012        |   |  |   | 2011          |  
|                                                                           |  |   | (unaudited) |   |  |   |               |  
|Assets                                                                     |  |   |             |   |  |   |               |  
|Current assets:                                                            |  |   |             |   |  |   |               |  
|Cash                                                                       |  | $ | 27          |   |  | $ | 147           |  
|Total Assets                                                               |  | $ | 27          |   |  | $ | 147           |  
|                                                                           |  |   |             |   |  |   |               |  
|Liabilities and Stockholders' Deficit                                      |  |   |             |   |  |   |               |  
|                                                                           |  |   |             |   |  |   |               |  
|Current liabilities                                                        |  |   |             |   |  |   |               |  
|Accounts payable                                                           |  | $ | 99,146      |   |  | $ | 52,529        |  
|Accrued payroll taxes                                                      |  |   | 287,215     |   |  |   | 287,215       |  
|Total Current Liabilities                                                  |  |   | 386,361     |   |  |   | 339,744       |  
|                                                                           |  |   |             |   |  |   |               |  
|Long-term advances from related party                                      |  |   | 894,567     |   |  |   | 790,722       |  
|Total Liabilities                                                          |  |   | 1,280,928   |   |  |   | 1,130,466     |  
|                                                                           |  |   |             |   |  |   |               |  
|Commitments and Contingencies                                              |  |   |             |   |  |   |               |  
|                                                                           |  |   |             |   |  |   |               |  
|Stockholders' Deficit                                                      |  |   |             |   |  |   |               |  
|Preferred stock; $.001 par value, 50,000,000 shares authorized;            |  |   |             |   |  |   |               |  
|no shares issued or outsanding                                             |  |   | —           |   |  |   | —             |  
|Common stock; $.0001 par value, 150,000,000 shares authorized;             |  |   |             |   |  |   |               |  
|646,176 shares issued and outstanding                                      |  |   | 64          |   |  |   | 64            |  
|Additonal paid-in capital                                                  |  |   | 625,372     |   |  |   | 625,372       |  
|Accumulated deficit                                                        |  |   | (1,906,337  | ) |  |   | (1,755,755    | )
|Total Sockholders' Deficit                                                 |  |   | (1,280,901  | ) |  |   | (1,130,319    | )
|                                                                           |  |   |             |   |  |   |               |  
|Total Liabilities and Stockholders’ Deficit                                |  | $ | 27          |   |  | $ | 147           |  
|                                                                           |  |   |             |   |  |   |               |  
|                                                                          
|The accompanying notes are an integral part of these financial statements.
|                                                                          
|2                                                                         













|
|
|



Absolute Potential, Inc.

Statements of Operations



|                                                                           |  |                    |         |                  |  |             |         |            
|-------------------------------------------------------------------------- |  | ------------------ | ------- | ---------------- |  | ----------- | ------- | -----------
|                                                                           |  | Three Months Ended |         | Six Months Ended
|                                                                           |  | March 31,          |         | March 31,       
|                                                                           |  | 2012               |         | 2011             |  | 2012        |         | 2011       
|                                                                           |  | (unaudited)        |         | (unaudited)      |  | (unaudited) |         | (unaudited)
|                                                                           |  |                    |         |                  |  |             |         |            
|Operating revenues                                                         |  | $                  | —       |                  |  | $           | —       |            
|                                                                           |  |                    |         |                  |  |             |         |            
|Selling, general and administrative                                        |  |                    | 75,246  |                  |  |             | 13,520  |            
|                                                                           |  |                    |         |                  |  |             |         |            
|Net loss                                                                   |  | $                  | (75,246 | )                |  | $           | (13,520 | )          
|                                                                           |  |                    |         |                  |  |             |         |            
|Net loss per share - basic and diluted                                     |  | $                  | (0.12   | )                |  | $           | (0.02   | )          
|                                                                           |  |                    |         |                  |  |             |         |            
|Weighted average number of common shares                                   |  |                    |         |                  |  |             |         |            
|oustanding - basic and diluted                                             |  |                    | 646,176 |                  |  |             | 646,176 |            
|                                                                           |  |                    |         |                  |  |             |         |            
|The accompanying notes are an integral part of these financial statements.
|                                                                           |  |                    |         |                  |  |             |         |            
|                                                                           |  |                    |         |                  |  |             |         |            



3













|Absolute Potential, Inc.                              
|------------------------------------------------------
|Statement of Changes in Stockholders' Equity (Deficit)
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|Balance, September 30, 2011                           
|                                                      
|Net loss                                              
|                                                      
|Balance, March 31, 2012 (unaudited)                   







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

4















Absolute Potential, Inc.

Statements of Cash Flows

|                                                                           |  |                  |          |            
|-------------------------------------------------------------------------- |  | ---------------- | -------- | -----------
|                                                                           |  | Six Months Ended
|                                                                           |  | March31,        
|                                                                           |  | 2012             |          | 2011       
|                                                                           |  | (unaudited)      |          | (unaudited)
|Cash Flows from Operating Activities:                                      |  |                  |          |            
|Net loss                                                                   |  | $                | (150,582 | )          
|Adjustment to reconcile net loss to net cash used in operating activities  |  |                  |          |            
|Accounts payable                                                           |  |                  | 46,617   |            
|Net cash used in operating activities                                      |  |                  | (103,965 | )          
|                                                                           |  |                  |          |            
|Cash Flows from Financing Activities:                                      |  |                  |          |            
|Proceeds from long-term advances from related party                        |  |                  | 103,845  |            
|Net cash provided by financing activities                                  |  |                  | 103,845  |            
|                                                                           |  |                  |          |            
|NET DECREASE IN CASH                                                       |  |                  | (120     | )          
|                                                                           |  |                  |          |            
|CASH, BEGINNING BALANCE                                                    |  |                  | 147      |            
|                                                                           |  |                  |          |            
|CASH, ENDING BALANCE                                                       |  | $                | 27       |            
|                                                                           |  |                  |          |            
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                          |  |                  |          |            
|Interest paid                                                              |  | $                | —        |            
|Income taxes paid                                                          |  | $                | —        |            
|                                                                           |  |                  |          |            
|The accompanying notes are an integral part of these financial statements. |  |                  |          |            
|                                                                           |  |                  |          |            

5















ABSOLUTE POTENTIAL, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)





Note 1. Organization and Basis of Presentation



The unaudited financial statements were prepared by Absolute Potential,
Inc. (the "Company" or "Absolute"), pursuant to the rules and regulations of the Securities Exchange Commission
(“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments)
which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain
information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles
generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations.
These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s
Annual Report on Form 10-K. The results for the six months ended March 31, 2012, are not necessarily indicative of the results
to be expected for the year ending September 30, 2012.



Organization and Line of Business



Absolute Potential, Inc. is a Florida corporation that was incorporated
on August 12, 1993. On July 31, 2003 the Company changed its name to Absolute Waste Services, Inc. On June 15, 2005, the Company
received the written consent dated June 15, 2005, from the holders of approximately 90.9% of the outstanding voting stock approving
an amendment to its Certificate of Incorporation to change the Company's name to Absolute Potential, Inc. On October 24, 2005,
the Company amended its Certificate of Incorporation to reflect this name change. The Company has no current operations.



Basis of Presentation



The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America (“US GAAP”).



Going Concern



The accompanying financial statements have been prepared on a going
concern basis that contemplates the realization of assets and liabilities. In the ordinary course of business, operating losses
have been incurred each year since inception, resulting in an accumulated deficit of $1,906,337 and negative working capital of
$386,334 as of March 31, 2012, and total liabilities exceeding total assets by $1,280,901 as of March 31, 2012. Currently, the
Company has been provided working capital by a shareholder and is seeking a merger with an operating company. However, these conditions
raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do
not include any adjustments relating to the payment/settlement of liabilities that might be necessary should the Company be unable
to continue as a going concern.



Note 2. Summary of Significant Accounting Policies



Use of Estimates



The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates and assumptions 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 expenses during the reporting period. The significant estimates made in the preparation
of the Company’s financial statements relate to the determination of the valuation allowance for the deferred tax benefit
and accrued payroll taxes. The Company’s actual results could differ materially from these estimates upon which the carrying
values were based.





6





















ABSOLUTE POTENTIAL, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)



Cash and Cash Equivalents



Cash and cash equivalents include cash on hand, cash in time deposits
and all highly liquid investments with original maturities of three months or less.



Fair Value Measurements



For certain of the Company’s financial instruments, including
cash and cash equivalents, accounts payable and accrued liabilities, the carrying amounts approximate their fair values due to
their short maturities.



Income Taxes



The Company accounts for income taxes in accordance with ASC Topic
740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes,
whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely
than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of enactment.



Under ASC 740, a tax position is recognized as a benefit only if
it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not
that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on
the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold
to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount
of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed
to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold
is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the
first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to
underpayment of income tax are classified as income tax expense in the year incurred.



The last filing of corporate tax returns was September 30, 2001.
Tax years that remain open and subject to audit include the Federal 2001-2010 years and the Florida 2001-2010 years.



No penalties or interest relating to income taxes have been incurred
during the six months ended March 31, 2012 and 2011. GAAP also provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosures and transition.





7





















ABSOLUTE POTENTIAL, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)





Basic and Diluted Losses Per Share



Earnings per share is calculated in accordance with the ASC Topic
260, “Earnings Per Share.” Basic earnings per share is calculated dividing income available to common stockholders
by the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive
convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock
method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance,
if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Convertible
shares, stock options and warrants were not included in the computation of weighted average number of shares for diluted net loss
per common shares as of March 31, 2012 and 2011 because their effect would have been anti-dilutive. As of March 31, 2012 and 2011,
the number of potential dilutive shares related to the long term advances from a related party was 2,236,418 and 1,975,098, respectively.



Recent Accounting Pronouncements



In May 2011, the FASB issued ASU 2011-04 which was issued to
provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar
between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements
particularly for Level 3 fair value measurements.  This guidance is effective for the Company beginning on January 1, 2012. 
The adoption of this ASU did not have an impact on the Company’s financial statements..



In June 2011, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) 2011-05, Presentation of Comprehensive Income. ASU 2011-05 revises the manner in which entities
present comprehensive income in their financial statements. The new guidance removes the presentation options in Accounting Standards
Codification (ASC) 220, Comprehensive Income, and requires entities to report components of comprehensive income in either (1) a
continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items
that must be reported in other comprehensive income. In December 2011, the FASB issued ASU 2011-12 which defers the requirement
in ASU 2011-05 that companies present reclassification adjustments for each component of accumulated other comprehensive income
in both net income and other comprehensive income on the face of the financial statements. ASU 2011-05 is effective for fiscal
years and interim reporting periods within those years beginning after December 15, 2011, with early adoption permitted. The
adoption of ASU 2011-05, as amended by ASU 2011-12, did not significantly impact the Company’s financial statements.



In September 2011, the FASB issued ASU 2011-08 which provides
an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test
for goodwill impairment.  If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not
that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.  Otherwise,
no further testing is required. The revised standard is effective for the Company for its annual and interim goodwill impairment
tests performed for fiscal years beginning after December 15, 2011.  The adoption of ASU 2011-08 did not significantly
impact the Company’s financial statements.



8





















ABSOLUTE POTENTIAL, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

(UNAUDITED)





Note 3. Related Party Transactions



During the six months ended March 31, 2012, Augustine Fund, L.P.,
the major shareholder and funding source for the Company, funded the operations of the Company in an additional amount of $103,845.



The outstanding balances of these advances were $894,567 and $790,722
at March 31, 2012 and September 30, 2011, respectively. These advances are unsecured and have no repayment terms. The advances
are convertible into shares of common stock. As of March 31, 2012 and September 30, 2011, the number of potential shares related
to the long term advances from related party was 2,236,418 and 1,976,805, respectively.



Note 4. Shareholders’ Equity



As of March 31, 2012, the Company had 275 record holders of our
common stock and 646,176 shares of common stock outstanding. There were no recorded equity transactions for the six months ended
March 31, 2012.





9























Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operation



Plan of Operation--Introduction



We were incorporated in Florida in August 1993. In November 2001,
we filed a voluntary petition for reorganization under Chapter 11 of the U. S. Bankruptcy Code with the U.S. Bankruptcy Court.
On August 30, 2002, the United States Bankruptcy Court for the Middle District of Florida, Tampa Division, Case No. 01-20854-8G1
issued an order confirming our Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated as of February 25, 2002 (the
"Plan"). Although the Plan became effective on August 30, 2002 and we commenced implementation of the Plan on that date,
distributions of common stock to our pre-bankruptcy creditors did not occur until July 31, 2003.



In July 2003, we changed our name to Absolute Waste Services, Inc.
On August 23, 2003, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Absolute Industries,
LLC, a Texas limited liability company, pursuant to which Absolute Industries, LLC merged into our newly formed wholly owned subsidiary
(the "Merger Sub"), with the Merger Sub being the surviving entity and succeeding to the business operations of Absolute
Industries, LLC (the "Merger"). In June 2004, we and the former members of Absolute Industries, LLC agreed to unwind
the effects of the Merger, for each party to return to the other party the consideration received in connection with the Merger,
and to release each other from all claims relating to the Merger Agreement and the Merger. In connection with this transaction,
all of the issued and outstanding stock of the Merger Sub was transferred to the former members of Absolute Industries, LLC.



Prior to the Merger, we had no material assets, liabilities or business
operations. In substance, we were a publicly held shell corporation whose sole business activity was the search for a suitable
business opportunity. Because the effects of the Merger have been unwound, and because we no longer have any ownership interest
in Merger Sub and therefore no longer engage in the type of business previously engaged in by the Merger Sub, this report on the
Form 10-Q will treat us as a publicly held shell.



We are a company that is intended to serve as a vehicle for the
acquisition of a target business which we believe has significant growth potential. We are not presently engaged in, and we will
not engage in, any substantive commercial business for an indefinite period of time. While we may seek to effect business combinations
with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single
business combination.



Current Trends



As a result of the recent declines in the United States equity markets,
many privately held companies have been shut off from the public marketplace. Additionally, as the economy has slowed, many companies
are attempting to divest non-core assets and divisions. Due to these factors, we believe that there are substantial opportunities
to effect attractive acquisitions and that, as a public entity, we are well positioned to identify target acquisitions and to effect
a business combination to take advantage of these current trends.



Effecting a Business Combination



General



A business combination may involve the acquisition of, or merger
with, a company that does not need substantial additional capital but that desires to establish a public trading market for its
shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time
delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative,
a business combination may involve a company which may be financially unstable or in its early stages of development or growth.



10





















No Target Business or Target Industry Identified



Our efforts in identifying a prospective target business will not
be limited to a particular industry and we may ultimately acquire a business in any industry we deem appropriate. To date, we have
not selected any target business on which to concentrate our search for a business combination. While we intend to focus on target
businesses in the United States, we are not limited to those entities and may consummate a business combination with a target business
outside of the United States. Accordingly, there is no basis to evaluate the possible merits or risks of the target business or
the particular industry in which we may ultimately operate. To the extent we effect a business combination with a financially unstable
company or an entity in its early stage of development or growth, including entities without established records of sales or earnings,
we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized
by a high level of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high level of
risk frequently characterizes many industries which experience rapid growth. In addition, although our management will endeavor
to evaluate the risks inherent in a particular industry or target business, there can be no assurance that we will properly ascertain
or assess all significant risk factors.



Sources of Target Businesses



We anticipate that target business candidates will be brought to
our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists,
bankers and other members of the financial community, who may present solicited or unsolicited proposals. Our sole executive officer
and his affiliates may also bring to our attention target business candidates. While we do not presently anticipate engaging the
services of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future,
in which event we may pay a finder's fee or other compensation. We do not currently intend to pay our existing officer or our shareholders
or any entity with which they are affiliated any finder's fee or other compensation for services rendered to us prior to or in
connection with the consummation of a business combination.



Selection of a Target Business and Structuring of a Business
Combination



Although the fair market value of our target business must comply
with statutory financial parameters, we will have virtually unrestricted flexibility in identifying and selecting a prospective
target business. In evaluating a prospective target business, we will consider, among other factors, the following:



| | • | financial condition and results of operation;
| | - | ---------------------------------------------



| | • | growth potential;
| | - | -----------------



| | • | experience and skill of management and availability of additional personnel
| | - | ---------------------------------------------------------------------------



| | • | capital requirements;
| | - | ---------------------



| | • | competitive position;
| | - | ---------------------



| | • | stage of development of the target business's products, processes or services;
| | - | ------------------------------------------------------------------------------



| | • | degree of current or potential market acceptance of the target business's products, processes or services;
| | - | ----------------------------------------------------------------------------------------------------------



| | • | proprietary features and degree of intellectual property or other protection of the target business's products, processes or services;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | • | regulatory environment of the industry; and
| | - | -------------------------------------------



| | • | costs associated with effecting the business combination.
| | - | ---------------------------------------------------------





11



















These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well
as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we plan to conduct an extensive due diligence review which will encompass, among other
things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which
will be made available to us.



We will endeavor to structure a business combination so as to achieve
the most favorable tax treatment to us, the target business and both companies' shareholders. There can be no assurances, however,
that the Internal Revenue Service or appropriate state tax authority will agree with our tax treatment of the business combination.



The time and costs required to select and evaluate a target business
and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs
incurred with respect to the identification and evaluation of a prospective target business with which a business combination is
not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business
combination.



Rights of Dissenting Shareholders



A business combination may require the approval of the holders of
the outstanding shares of both participating companies. Shareholders who vote against a business combination in certain instances
may be entitled to dissent and to obtain payment for their shares. The requirement of approval of our shareholders in any business
combination may be limited to those transactions identified as a merger or a consolidation. We may enter into a business combination
that would not require the approval of our shareholders, in which case our shareholders may not be entitled to dissent and obtain
payment for their shares. Accordingly, unless the acquisition requires shareholder approval, we will not provide shareholders with
a disclosure document containing audited or unaudited financial statements prior to such acquisition.



Prior to any business combination for which shareholder approval
is required, we intend to provide our shareholders disclosure documentation concerning the business opportunity or target company
and its business. Such disclosure will in all likelihood be in the form of a proxy statement which will be distributed to shareholders
at least 20 days prior to any shareholder's meeting.



Competition



In identifying, evaluating and selecting a target business, we expect
to encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well
established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many
of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous potential target businesses
that we could acquire, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial
resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further,
if we need to seek shareholder approval of a business combination, it may delay the completion of a transaction.





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Any of these obligations may place us at a competitive disadvantage
in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential
access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar
business objective as us in acquiring a target business with significant growth potential on favorable terms.



Results of Operations



Three Months Ended March 31, 2012 Compared to Three Months
Ended March 31, 2011



|                                   |  | Three Months Ended March 31, |         |   |  |   |        |   |  |  
|---------------------------------- |  | ---------------------------- | ------- | - |  | - | ------ | - |  | -
|                                   |  |                              | 2012    |   |  |   | 2011   |   |  |  
|                                   |  |                              |         |   |  |   |        |   |  |  
|Operating revenues                 |  | $                            | —       |   |  | $ | —      |   |  | $
|                                   |  |                              |         |   |  |   |        |   |  |  
|Selling,general and administrative |  |                              | 75,246  |   |  |   | 13,520 |   |  |  
|                                   |  |                              |         |   |  |   |        |   |  |  
|Net loss                           |  | $                            | (75,246 | ) |  | $ | 13,250 | ) |  | $



Selling, General and Administrative: Selling, general and
administrative expenses were $75,246 for the three months ended March 31, 2012, an increase of $61,726 and 457%, compared to $13,250
for the three months ended March 31, 2011. The increase is due to accounting, legal, auditing, and filing fees.



Six Months Ended March 31, 2012 Compared to Six Months Ended
March 31, 2011



|                                   |  | Six Months Ended March 31, |          |   |  |   |        |   |  |  
|---------------------------------- |  | -------------------------- | -------- | - |  | - | ------ | - |  | -
|                                   |  |                            | 2012     |   |  |   | 2011   |   |  |  
|                                   |  |                            |          |   |  |   |        |   |  |  
|Operating revenues                 |  | $                          | —        |   |  | $ | —      |   |  | $
|                                   |  |                            |          |   |  |   |        |   |  |  
|Selling,general and administrative |  |                            | 150,582  |   |  |   | 13,811 |   |  |  
|                                   |  |                            |          |   |  |   |        |   |  |  
|Net loss                           |  | $                          | (150,582 | ) |  | $ | 13,811 | ) |  | $



Selling, General and Administrative: Selling, general and
administrative expenses were $150,582 for the six months ended March 31, 2012, an increase of $136,771 and 990%, compared to $13,811
for the six months ended March 31, 2011. The increase is due to accounting, legal, auditing, and filing fees.



Liquidity and Capital Resources



We do not have sufficient funds to engage in significant operating
activities. Our future operating activities are expected to be funded by loans from a major shareholder. However, none of our shareholders
has any obligation to provide such loans to us.





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As of March 31, 2012, we have accounts payable of $99,146, a payroll
tax obligation of $287,215 and a shareholder advance of $894,567. We do not have sufficient cash reserves to satisfy these amounts.
We anticipate that we will need to borrow funds from a major shareholder in order to satisfy these obligations. However, none of
our shareholders has any obligation to provide such loans to us.



Critical Accounting Policies



Our financial statements have been prepared in accordance with accounting
policies generally accepted in the United States. The preparation of these financial statements requires us to make estimates and
assumptions that affect the assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. We believe the following critical accounting policies require significant judgments,
estimates and assumptions used in the preparation of the financial statements.



We issue stock in lieu of cash for certain transactions. The fair
value of our common stock, which is based on comparable cash purchases or the value of services, whichever is more readily determinable,
is used to value the transaction.



Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities
and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. A valuation
allowance is recorded for the portion of the deferred tax asset that we do not believe is recoverable.



Material Off-Balance Sheet Arrangements



We have no material off-balance sheet arrangements.



Item 3. Quantitative and Qualitative Disclosures About Market
Risk



Not applicable to smaller reporting companies.



Item 4. Controls and Procedures



Disclosure Controls and Procedures



Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported,
within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our current
principal executive officer, who is also our principal financial officer, evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report pursuant to Rule 15d-15(b) promulgated under the Exchange Act.
Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures
were not effective in alerting management in a timely fashion to all material information required to be included in our periodic
filings with the Commission.





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Based on this evaluation, our principal executive officer and principal
financial officer will accelerate plans to implement additional financial reporting controls and procedures to ensure that information
in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods
specified in Commission rules and forms. Furthermore, when and if we acquire an operating business, management will implement operating
controls and procedures to ensure timely disclosure.



A control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, with the Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, that breakdowns can occur because of simple errors or mistakes, and
that controls can be circumvented by the acts of individuals or groups. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.



Changes in Internal Controls Over Financial Reporting



There were no significant changes in our internal control over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





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PART II



Item 1. Legal Proceedings



In 2005, the Commission notified us that it is considering
initiating administrative proceedings to have our common stock deregistered. We promptly submitted a written response to the Commission's
notice and engaged in discussions with the Commission regarding this notice. On October 17, 2011, the Commission sent a written
communication requesting that the Company be deregistered.  The Company has hired a third party legal counsel to respond to
the Commission’s request for deregistration hoping to continue as a registered filer.  On November 18, 2011, a preliminary
hearing was held and the Administrative Law Judge set a schedule for the Commission and the Company to submit written motions in
support of their position on the issue of the Company’s registration.  Following the submission of these motions, the
Administrative Law Judge issued an initial decision on February 15, 2012 revoking the Company’s resgistration. The Company
appealed that initial decision to the Commission, which agreed to hear the appeal. Briefing on the appeal is in progress and is
scheduled to be completed in June 2012. No date has been set by the Commission for issuing a ruling on the appeal.



In the ordinary course of our business, we may at times be subject
to various legal proceedings. However, except as set forth above, we are not party to, and are not aware of, pending or threatened
litigation that we currently anticipate would have a material adverse effect on our business or operations.



Item 1A. Risk Factors



Not applicable to smaller reporting companies.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Mine Safety Disclosures



Not Applicable



Item 5. Other Information



None.



Item 6. Exhibits



(a)(1) Exhibits



The exhibits required by this item and included in this report or
incorporated herein by reference are as follows:



Exhibit 31.1 - Certification of CEO/CFO pursuant to Section 302
of the Sarbanes-Oxley Act of 2002



Exhibit 32.1 - Certification of CEO/CFO pursuant to Section 906
of the Sarbanes-Oxley Act of 2002





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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



ABSOLUTE POTENTIAL, INC.

(Registrant)







|By: /s/ Thomas F. Duszynski                 |  | Date: December 6, 2013
|------------------------------------------- |  | ----------------------
|Thomas F. Duszynski                         |  |                       
|Chief Executive Officer,                    |  |                       
|Chief Financial Officer and Director        |  |                       
|(Principal Executive Officer and            |  |                       
|Principal Financial and Accounting Officer) |  |                       







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