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

                                  FORM 10-QSB/A2

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

                  For the quarterly period ended June 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: 0-21279
                             -----------------------

                            ABSOLUTE POTENTIAL, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

            FLORIDA                                               59-3223708
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


         141 West Jackson Boulevard, Suite 2182, Chicago, Illinois 60604
           ----------------------------------------------------------
          (Address of principal executive offices, including zip code)


                                 (312) 427-5457
                            -------------------------
                           (Issuer's Telephone Number)


                          ABSOLUTE WASTE SERVICES, INC.
                                   -----------
                                  (Former name)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past 90 days.
YES [ ] NO  [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 [ ]

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. YES [X] NO [ ]

     As of January 17, 2006, the registrant had 646,103 shares of common stock,
$0.0001 par value, issued and outstanding.

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

<PAGE>



                             Absolute Potential, Inc
                    (f/k/a Absolute Waste Services, Inc, and
                         Thermacell Technologies, Inc).
                     Six Months Ended June 30, 2004 and 2003
                                   (Unaudited)


                                      INDEX


                                                                            Page
                                                                            ----
Part I - Financial Information

Item 1.  Financial Statements

         Consolidated Balance Sheet -
            June 30, 2004.................................................     4

         Statements of Operations -
            Three months and nine months ended
            June 30, 2004 and 2003........................................     5

         Consolidated Statements of Changes in Stockholders' Deficit
            Nine months ended June 30, 2004...............................     6

         Consolidated Statements of Cash Flows -
            Nine months ended
            June 30, 2004 and 2003........................................     7

Notes to Consolidated Financial Statements. ..............................     9

Item 2.  Management's Plan of Operation...................................    13

Item 3.  Controls and Procedures..........................................    17

Part II - Other Information

Item 1.  Legal Proceedings................................................    17

Item 2.  Unregistered Sales of Equity and Use of Proceeds.................    18

Item 3.  Defaults Upon Senior Securities..................................    18

Item 4.  Submission of Matters to a Vote of Security Holders..............    18

Item 5.  Other Information................................................    18

Item 6.  Exhibits.........................................................    18

Signatures................................................................    19

                                       2

<PAGE>



Explanatory Note

This  Amendment  No. 2 on Form  10-QSB  (this  "Amendment  No.  2")  amends  the
Quarterly  Report on Form 10-QSB  (the  "Original  Report")  for the nine months
ended June 30, 2004 and 2003,  which was originally filed with the Commission on
May 27, 2005 and amended on January 12, 2007  ("Amendment No. 1"). We are filing
this Amendment No.2 to correct material errors in the Consolidated Statements of
Cash  Flows  caught by our  auditors  after  further  review.  Except  for these
changes, no other material amendments were made to Amendment No. 1.

                                       3

<PAGE>



PART I

Item 1.  Financial Statements
-----------------------------



                             Absolute Potential, Inc
                    (f/k/a Absolute Waste Services, Inc. and
                         Thermacell Technologies, Inc).
                           Consolidated Balance Sheet
                                  June 30, 2004
                                   (Unaudited)



Assets
Cash                                                                  $      27
                                                                      ---------
Total Assets                                                          $      27
                                                                      =========

Liabilities and Stockholders' Deficit

Current liabilities:
    Accounts payable                                                  $ 139,455
    Accrued payroll taxes                                               233,311
                                                                      ---------
Total current liabilities                                               372,766
                                                                      ---------
Long term liabilities - shareholder loan                                142,061

Stockholders' deficit:
Preferred stock; $.001 par value; 50,000,000 shares authorized;
      No shares issued and outstanding                                     --
Common Stock
      ($.0001 par value; 150,000,000 shares authorized;
      130,000 shares issued and outstanding                                  13
    Additional paid-in capital                                         (104,441)
    Common stock payable                                                539,983
    Retained deficit                                                   (950,355)
                                                                      ---------
Total stockholders' deficit                                            (514,800)
                                                                      ---------
Total liabilities and stockholders' deficit                           $      27
                                                                      =========


See notes to consolidated financial statements.

                                       4

<PAGE>
<TABLE>
<CAPTION>




                                 Absolute Potential, Inc
                        (f/k/a Absolute Waste Services, Inc. and
                             Thermacell Technologies, Inc.)
                                Statements of Operations
                                       (Unaudited)



                                             Three Months              Nine Months
                                             Ended June 30,           Ended June 30,
                                        ----------------------   ----------------------
                                           2004         2003        2004         2003
                                        ----------------------   ----------------------

<S>                                     <C>          <C>         <C>          <C>
Operating revenues                      $    --      $    --     $    --      $    --
                                        ---------    ---------   ---------    ---------

Operating Expenses                           --           --          --           --
Selling, general and administrative        23,548         --        51,137         --
Depreciation and amortization                --           --          --           --
                                        ---------    ---------   ---------    ---------

                                          (23,548)        --       (51,137)        --

Other Income (Expense)

Interest expense                             --           --          --           --
Other income (expense)                       --           --          --           --
Gain (loss) on Sale of Assets                --           --          --           --
                                        ---------    ---------   ---------    ---------
Income (loss) from continuing
   Operations before income tax           (23,548)        --       (51,137)        --

Income tax (expense) benefit
Current                                      --           --          --           --
Deferred                                     --           --          --           --
                                        ---------    ---------   ---------    ---------
Loss from continuing operations           (23,548)        --       (51,137)        --

Discontinued operations:

Income (Loss) (net of tax) from
discontinued operations                  (351,541)     262,577    (766,759)       9,592
Gain (net of tax) from disposition of
   discontinued operations                168,786         --       168,786         --
                                        ---------    ---------   ---------    ---------
Loss from discontinued operations        (182,755)        --      (597,973)        --
                                        ---------    ---------   ---------    ---------

Net income (loss)                       $(206,303)   $ 262,577   $(649,110)   $   9,592
                                        =========    =========   =========    =========

Loss per share from continuing
   operations                           $    (.04)   $    --     $    (.11)   $    --
                                        =========    =========   =========    =========
Loss per share from discontinued
   operations                           $    (.35)   $    1.31   $   (1.27)   $     .05
                                        =========    =========   =========    =========

Net loss per share                      $    (.39)   $    1.31   $   (1.38)   $     .05

                                        =========    =========   =========    =========
Weighted average number of
      common shares outstanding           530,079      200,000     470,474      200,000
                                        =========    =========   =========    =========


See notes to consolidated financial statements.

                                           5

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                Absolute Potential, Inc
                       (f/k/a Absolute Waste Services, Inc. and
                            Thermacell Technologies, Inc.)

              Consolidated Statements of Changes in Stockholders' Equity
                                      (Unaudited)

                            Nine Months Ended June 30, 2004





                            Series A Con Preferred Stock          Common Stock
                            ----------------------------          ------------
                              Number of                     Number of
                                Shares         Amount         Shares         Amount
                             -----------    -----------    -----------    -----------
<S>                          <C>           <C>                <C>        <C>
Balance at October 1, 2003    27,000,000    $    27,000        200,000    $        20

Issuance of common stock            --             --          500,000             50

Preferred stock redeemed     (27,000,000)       (27,000)          --             --

Common stock redeemed               --             --         (500,000)           (50)

Common stock redeemed               --             --          (70,000)            (7)

Net Loss                            --             --             --             --
                             -----------    -----------    -----------    -----------


Balance at June 30, 2004            --      $      --          130,000    $        13
                             ===========    ===========    ===========    ===========

                                       6

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                Absolute Potential, Inc
                       (f/k/a Absolute Waste Services, Inc. and
                            Thermacell Technologies, Inc.)

              Consolidated Statements of Changes in Stockholders' Equity
                                      (Unaudited)

                            Nine Months Ended June 30, 2004
                                      (Continued)



                              Additional      Common
                               Paid-In        Stock          Retained
                               Capital        Payable        Deficit         Total
                             -----------    -----------   -----------    -----------
<S>                          <C>            <C>           <C>            <C>
Balance at October 1, 2003   $  (102,523)   $   539,983   $  (301,245)   $   163,235

Issuance of common stock          13,700           --            --           13,750

Preferred stock redeemed            --             --            --          (27,000)

Common stock redeemed            (13,700)          --            --          (13,750)

Common stock redeemed             (1,918)          --            --           (1,925)

Net Loss                            --             --        (649,110)      (649,110)
                             -----------    -----------   -----------    -----------


Balance at June 30, 2004     $  (104,441)   $   539,983   $  (950,355)   $  (514,800)
                             ===========    ===========   ===========    ===========



See notes to consolidated financial statements.

                                       6(Con't)
</TABLE>

<PAGE>

                            Absolute Potential, Inc.
                    (f/k/a Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

                      Consolidated Statements of Cash Flows
                                    Unaudited

                                                       Nine Months Ended
                                                            June 30,
                                                      2004            2003
                                                  -----------      -----------
Cash Flows from Operating Activities
Net (Loss) Income                                  $  (649,110)     $     9,592


Adjustments to Reconcile Net Loss


         to Net Cash Provided by
         Operating Activities:
         (Gain) Loss on Sale of Property and
            Equipment                                  (7,360)           1,975
         Gain on disposition of
           discountinued operations                  (168,789)            --
         Provision for Bad Debts                       31,206             --
         Depreciation and Amortization                422,028          241,267
         Deferred Federal Income Tax                   (3,909)          15,058
Changes in Operating Assets and Liabilities:
                  Accounts Receivables               (668,195)         162,873
         Related Party Receivables                    167,606         (192,158)
         Prepaid Expenses and Other Assets           (394,522)         (60,663)
         Accounts Payable                           1,263,048          150,578
         Related Party Payables                       (30,270)            --
         Deferred Revenue                              44,886          (42,255)
         Accrued Expenses                             171,636           45,148
                                                  -----------      -----------
Net Cash Provided by Operating Activities             178,255          331,415

Cash Flows from Investing Activities:
Proceeds from Sale of Property and Equipment           69,693            1,975
Purchase of Property and Equipment                   (603,890)        (811,219)
Purchase of Partnership Interest                         --            (12,780)
Purchase of Intangible Asset                         (352,000)            --
                                                  -----------      -----------
Net Cash Used by Investing Activities                (886,197)        (822,024)

Cash Flows from Financing Activities:
Net Proceeds from Line of Credit                       82,067             --
Bank Overdraft                                         95,030           (6,305)
Increase in Stockholder Payable                       142,061             --
Net distributions to partners                            --            (83,441)
Principal Payments of Long-Term Debt                 (918,838)        (467,072)
Proceeds from Long-Term Debt                        1,292,848        1,085,911
                                                  -----------      -----------
Net Cash Provided by Financing Activities             693,218          529,093
                                                  -----------      -----------

Cash Distributed to Discontinued Operations            (1,730)            --

Net Increase in Cash and Cash Equivalents             (16,454)          38,484
Cash and Cash Equivalents,
     Beginning of Period                               16,481            3,305
                                                  -----------      -----------

Cash and Cash Equivalents, End of Period          $        27           41,789
                                                  ===========      ===========

Supplemental Disclosures:
Cash Paid for Interest                            $   190,763      $   201,366


Non-Cash Transactions:

Intangible Assets Received for Stock                   13,750             --
Property and Equipment Acquired through
   Execution of Notes Payable                            --            214,484
Other Intangible Assets Acquired through
   Execution of Notes Payable                            --            506,452
Other Intangible Assets Acquired through
   Issuance of Members' Interest                         --            405,000



                                       7

<PAGE>


                           Absolute Potential, Inc.
                    (f/k/a Absolute Waste Services, Inc. and
                          Thermacell Technologies, Inc.

                      Consolidated Statements of Cash Flows
                              Unaudited (Continued)


During the nine months  ended June 30, 2004,  the Company  approved a settlement
agreement to unwind the merger with Absolute Industries,  LLC. In consideration,
the Company  received  27,000,000  shares of its  preferred  stock and  redeemed
570,000 shares of its common stock.  The Company then  distributed the following
assets to the former members of Absolute Industries,  LLC and recorded a gain on
the  distribution  of  discontinued  operations.  The  Company  transferred  the
following  assets and liabilities to the former members of Absolute  Industries,
LLC.


                Sale of Absolute Industries, LLC

                Cash and current assets            $ 1,824,296
                Property Plant and Equipment         3,214,614
                Intangible and other assets          1,625,733
                Liabilities                         (6,790,757)
                Equity redeemed                        (42,675)
                                                   -----------

                Gain on discontinued operation     $  (168,789)


See notes to consolidated financial statements.

                                       8



                            Absolute Potential, Inc.
                    (f/k/a Absolute Waste Services, Inc. and
                          Thermacell Technologies, Inc.

                   Notes to Consolidated Financial Statements
                         Nine Months Ended June 30, 2004
                                   (Unaudited)



1.       Basis of Presentation

In the  opinion  of  management,  all  adjustments  consisting  only  of  normal
recurring  adjustments  necessary  for a fair  statement  of (a) the  results of
operations  for the three and nine months ended June 30, 2004 and 2003,  (b) the
financial  position  at June 30,  2004,  and (c) cash flows for the nine  months
ended June 30, 2004 and 2003, have been made.

The unaudited financial  statements and notes are presented as permitted by Form
10-QSB. Accordingly,  certain information and note disclosures normally included
in the financial  statements  prepared in accordance with accounting  principles
generally  accepted  in the United  States of  America  have been  omitted.  The
accompanying  financial statements and notes of Absolute Potential,  Inc. (f/k/a
Absolute Waste Services, Inc. and ThermaCell Technologies,  Inc.)(the "Company")
should be read in conjunction with the audited financial statements and notes of
the  Company  for the fiscal  year ended  September  30,  2003.  The  results of
operations  for the  nine-month  period ended June 30, 2004 are not  necessarily
indicative of those to be expected for the entire year.

2.       Organization and Nature of Operations

Absolute Potential,  Inc. (the "Company") was originally  incorporated under the
name ThermaCell  Technologies,  Inc.  ("ThermaCell") as a Florida corporation in
August 1993.  In March 1997,  ThermaCell  closed on an initial  public  offering
generating  gross  proceeds  of  approximately  $4,950,000.  In  November  2001,
ThermaCell 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
U.S. Bankruptcy Court for the Middle District of Florida,  Tampa Division,  Case
No. 01-20854-8G1, issued an order confirming our Plan of Reorganization. On July
31, 2003, ThermaCell amended its articles of incorporation  changing its name to
Absolute Waste Services,  Inc. and subsequently  completed a reverse merger with
Absolute  Industries,  LLC then on June 3, 2004 this  agreement was rescinded as
described in Note 3 to these financial  statements.  On June 15, 2005,  Absolute
Waste Services,  Inc. amended its Articles of Incorporation changing its name to
Absolute Potential,  Inc. The Company's corporate headquarters is now located in
Chicago, Illinois.

Absolute Industries,  LLC, was a Texas limited liability company and was engaged
in collection, disposal, remediation and transportation of waste for residential
and commercial  companies  primarily in South Texas.  In addition,  this company
rented  containers  for waste  storage and disposal.  During 2005,  this company
filed  Chapter 11 of the United  States  Bankruptcy  Code with the United States
Bankruptcy Court.

3.   Reverse Merger and Discontinued Operations

Reverse Merger

On August  23,  2003,  the  Company  closed on an  Agreement  and Plan of Merger
("Merger Agreement") with Absolute Industries, LLC ("Absolute"). The merger with
Absolute is  management's  initial  step to effect a  consolidation  of small to
medium size businesses in the solid waste disposal industry.

Pursuant to the terms of the Merger Agreement,  the Absolute merged into a newly
formed  Texas  corporate  subsidiary  of  the  Company  with  the  newly  formed
subsidiary  being  the  surviving  entity.  As  such,  the  prior  business  and
operations  of Absolute  were  contained  in the  Company's  wholly  owned Texas
subsidiary, Absolute Waste Acquisitions, Inc.

In  accordance  with  the  terms of the  Merger  Agreement,  100% of the  equity
interests of Absolute  were  exchanged  for  27,000,000  shares of the Company's
Class A

                                       9

<PAGE>



                            Absolute Potential, Inc.
                     f/k/a Absolute Waste Services, Inc. and
                          Thermacell Technologies, Inc.

                          Notes to Financial Statements
                         Nine Months Ended June 30, 2004
                                   (Unaudited)



3.       Reverse Merger and Discontinued Operations (continued)

Convertible  Preferred Stock.  Each share of preferred stock is convertible into
one (1) share of common stock and entitled to three (3) votes.

Prior to the Merger  Agreement,  the  Company  had  100,000  new  common  shares
outstanding which were approved for issuance under their Plan of Reorganization.
All of such shares have been issued to the existing shareholders,  creditors and
debtor in possession  funding  source.  As part of the Merger with Absolute,  an
additional 100,000 new restricted common shares were issued.  40,000 of such new
restricted common shares were issued to Private Capital Group, Inc. - one of the
managers of Pac Funding,  LLC ("Pac"),  the former debtor in possession  funding
source.  10,000 new restricted common shares were issued to Thomas F. Duszynski,
who is an affiliate of Augustine  Fund, LP, the other  co-manager of Pac. 30,000
new restricted common shares were issued to The Harrelson Group,  which acted as
a finder and  facilitator for this Merger.  20,000 new restricted  common shares
were issued as  consideration  for additional  capital.  Accordingly,  after the
Merger  the  Company  has  200,000  common  shares  outstanding  and  27,000,000
preferred  shares  outstanding,  each of which is converted  into one (1) common
share. The Company agreed not to enter into any reverse stock splits until their
stock is closed at or above $300.00 per share for 90  consecutive  trading days,
or until August 24, 2004, whichever occurs first.

The  acquisition  has been  accounted for as a reverse merger using the purchase
method, and accordingly,  for financial statement  reporting  purposes,  the net
assets of Absolute have been included in the consolidated  balance sheet at book
values,  and the net  assets  of the  former  ThermaCell  operations  have  been
recorded at fair value at the date of acquisition.  The historical stockholders'
equity gives  effect to the newly  issued  common and  preferred  shares  issued
pursuant  to the  merger.  The  consolidated  operations  of the Company for the
period from January 1, 2003 to the date of  acquisition,  August 23,  2003,  are
those  of  Absolute  and  exclude  the  results  of  operations  of  the  former
ThermaCell.  The results of the former ThermaCell operations are included in the
consolidated statement of operations after the date of acquisition.

On the date of acquisition,  the former Thermacell  operations had a net deficit
of $442,298 which included accounts payable and accrued  liabilities of $340,237
and stockholder  advances of $102,061.  It was determined that the fair value of
the liabilities at that date approximate their carrying value.

Discontinued Operations - Settlement Agreement

In June 2004,  the Board of Directors of the Company  unanimously  adopted,  and
shareholders  holding a majority  of the  Company's  common  stock  approved,  a
resolution   authorizing  and  approving  a  Mutual  Settlement  Agreement  (the
"Settlement  Agreement").  Pursuant to the Settlement Agreement,  the effects of
the Merger were unwound.  In addition,  each party  released and  discharged the
other  from any and all  claims,  actions  and  liabilities  arising  from or in
connection with the Merger  Agreement and the events leading up to and including
the unwinding of the Merger.  By its terms,  these actions  became  effective on
June 3, 2004,  the effective date of the  Settlement  Agreement (the  "Effective
Date").  In connection  with the unwinding of the Merger,  the Company  redeemed
27,000,000 shares of its class A convertible preferred stock that were issued to
the former  members of  Absolute.  In  consideration  for such  redemption,  the
Company  transferred to these parties all of the issued and outstanding stock of
the Merger Sub. In addition,  70,000 shares of common stock issued in connection
with the Merger have been returned to the Company and  canceled.  The Company no
longer has any  ownership  interest in Absolute,  which is now 100% owned by the
previous owners,  and the previous owners no longer have any ownership  interest
in the Company.

The Company transferred  $6,664,643 in total assets including $1,730 in cash and
$1,822,566  in other  current  assets,  property and  equipment  of  $3,214,614,
intangible and other assets of $1,625,733, $6,790,757 in current liabilities and
long-term debt, and redeemed  $42,675 in equity as part of the  rescission.  The
revenue and pre-tax loss associated with the discontinued operations through May
31, 2004 for the three and nine months ended June 30, 2006 were  $1,585,582  and
$5,812,486 and ($351,541) and ($770,668), respectively. The Company recognized a
minor tax  benefit in the amount of $3,909  for the nine  months  ended June 30,
2004 and no tax expense or benefit on the gain from discontinued  operations due
to continuing expected operating losses.

                                       10

<PAGE>



                            Absolute Potential, Inc.
                     f/k/a Absolute Waste Services, Inc. and
                          Thermacell Technologies, Inc.

                   Notes to Consolidated Financial Statements
                         Nine Months Ended June 30, 2004
                                   (Unaudited)


4.       Going Concern Considerations

The Company has a working capital deficit of approximately  $373,000 at June 30,
2004 and a net loss for the nine months then ended of approximately $649,000. In
order to pay current  liabilities  on a timely  basis,  the Company will have to
obtain additional capital or extend the terms of their borrowings.  There are no
assurances  however,  that  management  would be  successful  in  obtaining  the
required additional capital or revising the repayment terms of their borrowings.

The  working  capital  deficit,  net  loss,  and the  rescission  of the  Merger
Agreement as discussed in Note 3 all raise substantial doubt about the Company's
ability to continue as a going concern.

5.       Purchase Agreement

Effective  January 4, 2004, the Company  entered into a purchase  agreement with
The Bob James Company,  Inc. to purchase their Austin,  Houston, and San Antonio
routes and related  equipment  for  approximately  $500,000 cash and $500,000 in
stock. The stock has been valued by management at $0.0295 per share, or $13,750,
on the date of  transfer.  Concurrently,  the Company  entered into a consulting
agreement with Bob James.  On June 30, 2005,  the Company  entered into a Mutual
Final  Settlement  Agreement and Release,  whereby the consulting  agreement was
terminated and the issuance of stock was cancelled.

6.       Per Share Calculations

Per share data was computed by dividing net loss by the weighted  average number
of shares  outstanding  during the three and nine month  periods  ended June 30,
2004 and 2003. After giving effect to the one-for-100  reverse stock split (Note
11).The weighted average shares  outstanding for the three and nine month period
ended June 30,  2004 and 2003 was  530,079  and  470,774 and 200,000 and 200,000
respectively.

7.       Shareholder Advances

During  the  nine-month  period  ended June 30,  2004,  a  shareholder  advanced
approximately $142,000 to the Company to cover operating expenses.  This advance
is unsecured and has no specific repayment terms.

The above transaction is not necessarily  indicative of a transaction that would
have been  entered  into had a  comparable  transaction  been  entered into with
independent parties.

8.       Long-Term Debt

The Company  entered into demand notes  ranging from $50,000 to $450,000  during
the nine months ended June 30,  2004.  Interest on these demand notes range from
7% to 8.5%.  The Company  also  entered  into  various  term notes  ranging from
approximately $20,000 to $109,000. Interest on these term notes range from 5.85%
to 8.13% with maturities  ranging from 3-5 years.  These loans were  transferred
out in the rescission, see note 3.

9.       Segment Information

Effective  October 1, 2003,  the Company  discontinued  managing and  evaluating
their operations through reportable segments.

                                       11

<PAGE>



                            Absolute Potential, Inc.
                     f/k/a Absolute Waste Services, Inc. and
                          Thermacell Technologies, Inc.

                   Notes to Consolidated Financial Statements
                         Nine Months Ended June 30, 2004
                                   (Unaudited)




10.      Commitments and Contingencies

The Company is involved in certain legal actions  arising in the ordinary course
of business.  While it is not  feasible to predict or  determine  the outcome of
these  matters,  the Company does not  anticipate  that any of these  matters in
aggregate  will have a material  adverse  effect on the  Company's  business  or
consolidated financial position or results of operations.


11.      Subsequent Events

Reverse Stock Split

During the year ended  September 30, 2005,  the company issued 474,683 shares of
stock to a related party in lieu of payments on debt.

On October 5, 2005,  the Company  authorized  and approved a reverse stock split
whereby  one share of common  stock will be issued for each 100 shares of common
stock  outstanding  as of  September  30,  2005,  resulting  in  the  number  of
outstanding shares being reduced from 60,469,250 to approximately  604,693.  All
references  to the number of common shares and the per common share amounts have
been restated to give retroactive effect to the above reverse stock split.

                                       12

<PAGE>



Item 2. Management's Plan of Operation
--------------------------------------

Information  included  in this  Report may  contain  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Act") and Section 21E of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act").   This  information  may  involve  known  and  unknown  risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially  different from future results,  performance or
achievements   expressed   or   implied  by  any   forward-looking   statements.
Forward-looking  statements,  which involve  assumptions and describe our future
plans,  strategies and  expectations,  are generally  identifiable by use of the
words "may," "will," "should," "expect,"  "anticipate,"  "estimate,"  "believe,"
"intend" or  "project"  or the  negative of these words or other  variations  on
these words or comparable  terminology.  These  forward-looking  statements  are
based on assumptions  that may be incorrect,  and there can be no assurance that
these  projections  included in these  forward-looking  statements  will come to
pass. Our actual results could differ materially from those expressed or implied
by the  forward-looking  statements as a result of various factors. We undertake
no obligation to update publicly any forward-looking  statements for any reason,
even if new information  becomes  available or other events occur in the future.
See the "Risk Factors"  section of our Annual Report on Form 10-KSB filed on May
27, 2005.

Overview
--------
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 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.  As a
result of the Merger,  we engaged in certain business  operations as of June 30,
2004,  the end of the fiscal quarter to which this report  relates.  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 Form 10-QSB
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

                                       13

<PAGE>



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.

We have not identified a target business or target industry
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
Subject to the requirement that our initial business  combination must be with a
target  business with a fair market value that is at least 80% of our net assets
at the time of such acquisition, 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:

     o    financial condition and results of operation;
     o    growth potential;
     o    experience  and skill of  management  and  availability  of additional
          personnel;
     o    capital requirements;
     o    competitive position;
     o    stage of development of the target business's  products,  processes or
          services;
     o    degree  of  current  or  potential  market  acceptance  of the  target
          business's products, processes or services;
     o    proprietary  features  and degree of  intellectual  property  or other
          protection of the target business's products, processes or services;
     o    regulatory environment of the industry; and
     o    costs associated with effecting the business combination.

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.

                                       14

<PAGE>



Fair market value of target business
We anticipate  that the initial target business that we acquire will have a fair
market  value  equal  to at  least  80% of our net  assets  at the  time of such
acquisition.  The fair market value of such  business  will be determined by our
Board of Directors  based upon  standards  generally  accepted by the  financial
community,  such as actual and potential sales,  earnings and cash flow and book
value.  If our  board is not able to  independently  determine  that the  target
business has a sufficient  fair market  value,  we may obtain an opinion from an
unaffiliated,  independent  investment  banking  firm  which is a member  of the
National   Association  of  Securities   Dealers,   Inc.  with  respect  to  the
satisfaction  of such  criteria.  Since any opinion,  if obtained,  would merely
state that fair market  value meets the 80% of net assets  threshold,  it is not
anticipated   that  copies  of  such  opinion  would  be   distributed   to  our
shareholders, although copies will be provided to shareholders who request it.

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,  that may delay the
completion of a transaction.

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.

Significant Transactions
------------------------
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 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.

Employees
---------
Thomas F. Duszynski is our sole employee, director and officer. Mr. Duszynski is
not obligated to contribute any specific number of hours per week and intends to
devote only as much time as he deems  necessary  to our  affairs.  The amount of
time he will devote in any time period  will vary based on the  availability  of
suitable  target  businesses to  investigate.  We do not intend to have any full
time employees prior to the consummation of a business  combination.  We have no
salaried  employees  and we anticipate  that none of our officers,  directors or
principal shareholders will receive any compensation for any assistance they may
provide us. Our management expects to use consultants, attorneys and accountants
as necessary,  and does not anticipate a need to engage any full-time  employees
so long as we are seeking and evaluating  business  opportunities.  The need for
employees  and their  availability  will be  addressed  in  connection  with the
decision  whether  or not to  acquire  or  participate  in a  specific  business
opportunity.

                                       15

<PAGE>



Our Office
----------
Our  office is located  at 141 West  Jackson  Boulevard,  Suite  2182,  Chicago,
Illinois  60604,  and the  telephone  number is (312)  427-5457.  Our  office is
located  in the office of  Augustine  Fund,  L.P.;  Thomas  Duszynski,  our sole
employee,  director and  officer,  is a principal  of  Augustine  Fund,  L.P. We
anticipate  that our office will remain at the offices of Augustine  Fund,  L.P.
until  an  acquisition  has  been  concluded.  All  corporate  records  will  be
maintained at this office, and it is anticipated that all shareholders' meetings
will take place in Chicago,  Illinois. In the event that a merger or acquisition
takes  place,  no  assurance  can  be  given  that  the  corporate   records  or
headquarters will continue to be maintained at 141 West Jackson Boulevard, Suite
2182,  Chicago,  Illinois 60604, or that shareholders'  meetings will be held in
Chicago,  Illinois.  We are not responsible for  reimbursement for out-of-pocket
office expenses,  such as telephone,  postage or supplies.  There are no written
documents  memorializing  the  foregoing.  We consider our current  office space
adequate for our current operations.

There are no agreements or understandings with respect to our offices subsequent
to the  completion  of an  acquisition.  Upon a merger or  acquisition,  we will
likely relocate our office to that of the acquisition candidate.

Reports to Security Holders
---------------------------
We  are  subject  to  reporting   obligations  under  the  Exchange  Act.  These
obligations  include an annual  report under cover of Form 10-KSB,  with audited
financial  statements,  unaudited  quarterly  reports  and the  requisite  proxy
statements with regard to annual shareholder  meetings.  The public may read and
copy any  materials  we file  with the  Commission  at the  Commission's  Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain  information of the operation of the Public Reference Room by calling the
Commission  at  1-800-SEC-0030.   The  Commission  maintains  an  Internet  site
(http://www.sec.gov) that contains reports, proxy and information statements and
other  information   regarding  issuers  that  file   electronically   with  the
Commission.

We will not acquire a target business if audited financial  statements cannot be
obtained for the target  business.  Additionally,  our  management  will provide
shareholders  with audited  financial  statements,  prepared in accordance  with
generally accepted accounting principles,  of the prospective target business as
part of the proxy solicitation  materials sent to shareholders to assist them in
assessing the target business.  Our management  believes that the requirement of
having available audited  financial  statements for the target business will not
materially  limit  the  pool  of  potential  target  businesses   available  for
acquisition.

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.

As of June 30, 2004,  we have  accounts  payable of $139,455,  and a payroll tax
obligation of $233,311. 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
----------------------------
Management's  Discussion  and  Analysis  discusses  our  consolidated  financial
statements,  which have been prepared in  accordance  with  accounting  policies
generally  accepted in the United States.  The preparation of these consolidated
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 consolidated
financial statements.

Basic loss per common share (EPS) is computed by dividing loss  available to our
common  stockholders  by the weighted  average  number of shares of common stock
outstanding  for the year.  Diluted EPS reflect the potential  dilution from the
exercise or  conversion  of  securities  into common  stock.  Diluted EPS is not
presented because it is anti-dilutive.

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.

We record the  receipt of payment  for common  stock that has not been issued to
the stockholder as a common stock payable in the financial statements.

                                       16

<PAGE>

We follow Financial Accounting Standards Board Statement No. 121 (FASB No. 121),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of." FASB No. 121  requires  that  long-lived  assets and  certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of these assets may not be recoverable. In performing the review
of recoverability, we estimate the future cash flows that are expected to result
from the use of the assets and their  eventual  disposition.  Because events and
circumstances  frequently  do not  occur as  expected,  there  will  usually  be
differences  between the  estimated  and actual  future  cash  flows,  and these
differences may be material.

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.

Material Off-Balance Sheet Arrangements
---------------------------------------
We have no material off-balance sheet arrangements.

Item 3. Controls and Procedures
-------------------------------

(a)   Evaluation of 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
quarterly  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,
which has contributed to significant delays in filing our periodic reports.

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.

(b)   Changes in Internal Controls.
-----------------------------------
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.

PART II

Item 1.  Legal Proceedings
--------------------------

The Commission has notified us that it is considering initiating  administrative
proceedings to have our common stock  deregistered.  We have submitted a written
response  to the  Commission's  notice and are engaged in  discussions  with the
Commission  regarding this notice. We cannot predict whether such administrative
proceedings will go forward,  and, if so, what the outcome of those  proceedings
will be.

                                       17

<PAGE>



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

In  connection  with the Merger in August 2003, we issued  27,000,000  shares of
Class A convertible  preferred stock to the former members of Absolute Services,
LLC,  and we also  issued  10,000,000  shares of common  stock to certain  other
parties that provided  services in connection  with the Merger.  The issuance of
our  preferred  stock has been  rescinded  in  connection  with the  Merger.  In
addition,  7,000,000 shares of common stock issued in connection with the Merger
have been returned to us.  The above shares are on a pre-split basis.

In connection with a purchase agreement  effective January 4, 2004, with the Bob
James Company,  we issued 500,000 shares of common stock.  The assets  purchased
were included in the discontinued operations when the above merger was rescinded
and the issuance of stock was cancelled as of June 4, 2004.

In May 2005,  Augustine Fund, L.P., one of our shareholders,  converted $189,877
in advances  previously made to us into 47,469,250 shares of our common stock on
a pre-split basis.

Item 3. Defaults Upon Senior Securities
---------------------------------------

None.

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

In June 2004,  pursuant to a written consent in lieu of a special  meeting,  the
holders of a  majority  of our  common  stock and all of our Series A  preferred
stock approved the unwinding of the effects of the Merger.

Item 5. Other Information
-------------------------

None.

Item 6. Exhibits
----------------

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

                                       18

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  as  amended,  we have duly  caused this report to be signed on our
behalf by the undersigned, thereunto duly authorized.


                                           ABSOLUTE POTENTIAL, INC.
                                           (Registrant)


Date:  January 22, 2007                    By:  /s/  Thomas F. Duszynski
                                              --------------------------------
                                                     Thomas F. Duszynski
                                                     Chief Executive Officer,
                                                     Chief Financial Officer and
                                                     Director
                                                     (Principal Executive
                                                     Officer and Principal
                                                     Financial and Accounting
                                                     Officer)

                                       19