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

                                 FORM 10-KSB/A1

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

               For the annual period ended September 30, 2003

          [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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)

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

     Securities registered under Section 12(g) of the Exchange Act: Common
stock, par value $0.0001 per share.

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. YES [ ] NO [X]

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. YES [ ] NO [X]

     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 [X] NO [ ]

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

     State issuer's revenues for its most recent fiscal year: $0

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [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 20, 2005, the aggregate market value of the voting and nonvoting
common equity held by non-affiliates of the registrant was negligible.

     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 May 20, 2005, the registrant had 60,469,250 shares of common stock,
$0.0001 par value, issued and outstanding.

Documents incorporated by reference: None.

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

<PAGE>


                                      INDEX
                                                                           Page
PART I

Item 1.  Description of Business                                              4

Item 2.  Description of Property                                              8

Item 3.  Legal Proceedings                                                    8

Item 4.  Submission of Matters to a Vote of Security Holders                  8

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters             8

Item 6.  Management's Plan of Operation                                      10

Item 7.  Financial Statements                                                18

Item 8.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure                                            50

Item 8A. Controls and Procedures                                             50

Item 8B. Other Information                                                   50

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act.                  50

Item 10. Executive Compensation                                              51

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                     51

Item 12. Certain Relationships and Related Transactions                      52

Item 13. Exhibits                                                            52

Item 14. Principal Accountant Fees and Services                              53

Signatures                                                                   54

                                       2

<PAGE>



                                Explanatory Note
                                ----------------

This Amendment No. 1 on Form 10-KSB (this "Amendment") amends the Annual Report
on Form 10-KSB (the "Original Report") for the year ended September 30, 2003,
which was originally filed with the Commission on May 27, 2005. We are filing
this Amendment in response to a comment letter received from the Commission in
connection with its review of the Original Report. We have restated our
consolidated financial statements for the fiscal years ended September 30, 2003
and 2004, to add information related to Absolute Industries, LLC for the period
from the effective date of the merger through the date the we agreed to unwind
the effects of the merger. Except for the restated financial information set
forth in Item 7 and the description of the unwinding of the merger in Items 1,
5, and 6, no other information included in the Original Report is amended by
this Amendment.

For information concerning the background of the restatements and the specific
adjustments made on an annual and quarterly basis, see the Notes to Consolidated
Financial Statements included in "Item 7. Financial Statements."

                                       3

<PAGE>


                                     PART I

Item 1. Description of Business
-------------------------------

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.

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 September
30, 2003, the end of the fiscal year 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 Annual Report on Form
10-KSB will treat us as a publicly held shell.

We are seeking business opportunities through a merger with, or acquisition of,
one or more private companies. We have had no material operations in the past
ten months. We are not presently engaged in, and do not plan to engage in, any
substantive commercial business for an indefinite period of time.

We believe that there is a demand by non-public corporations for shell
corporations that have a public distribution of securities. We believe that
demand for shell corporations has increased dramatically since the Securities
and Exchange Commission (the "Commission") imposed additional requirements upon
"blank check" companies pursuant to Rule 419 of the Act. According to the
Commission, Rule 419 was designed to strengthen regulation of securities

                                       4

<PAGE>


offerings by blank check companies, which Congress has found to have been a
common vehicle for fraud and manipulation in the penny stock market. The
foregoing regulation has substantially decreased the number of "blank check"
offerings filed with the Commission, and as a result has stimulated an increased
demand for shell corporations. While we have made the foregoing assumption,
there is no assurance that the same is accurate or correct and, accordingly, no
assurance that we will merge with or acquire an existing private entity.


General
-------
We propose to seek, investigate and, if warranted, acquire an interest in one or
more business opportunity ventures. As of the date hereof, we have no business
opportunities or ventures under contemplation for acquisition or merger, but we
propose to investigate potential opportunities with investors or entrepreneurs
with a concept which has not yet been placed in operation, or with firms which
are developing companies. We may seek out established businesses which may be
experiencing financial or operation difficulties. We anticipate that we will
seek to merge with or acquire an existing business. After the merger or
acquisition has taken place, we will be the surviving entity, however,
management from the acquired entity will in all likelihood control our
operations. There is a remote possibility that we may seek to acquire and
operate a business which is not currently operating, in which case our existing
management might be retained. Due to the absence of capital available for
investment by us, the types of businesses seeking to be acquired by us will
invariably be smaller and higher risk types of businesses. In all likelihood, a
business opportunity will involve the acquisition of or merger with a
corporation which does not need additional cash but which desires to establish a
public trading market for our common stock. Accordingly, our ability to acquire
any business of substance will be extremely limited.

We do not propose to restrict our search for investment opportunities to any
particular industry or geographical location and may, therefore, engage in
essentially any business, anywhere, to the extent of our limited resources.

It is anticipated that business opportunities will be available to us and sought
by us from various sources throughout the United States, including our officer
and director, professional advisors such as attorneys and accountants,
securities broker/dealers, venture capitalists, members of the financial
community, other businesses and others who may present solicited and unsolicited
proposals. We believe that business opportunities and ventures may become
available to us due to a number of factors, including, among others: (a) our
willingness to enter into unproven, speculative ventures; (b) our officer's and
director's contacts and acquaintances; and (c) our flexibility with respect to
the manner in which we may structure potential financing, mergers and/or
acquisitions. However, there is no assurance that we will be able to structure,
finance, merge with and/or acquire any business opportunity or venture.

Our Operations
--------------
Our sole executive officer will seek acquisition/merger candidates and/or orally
contact individuals or broker/dealers and advise them of our availability as an
acquisition candidate. Our sole executive officer will review material furnished
to him by the proposed merger/acquisition candidates and decide if a
merger/acquisition is in our and our shareholders' best interests.

We may employ outside consultants until a merger/acquisition candidate has been
targeted by us; however, we believe that it is impossible to precisely define
the criteria that will be used to hire such consultants. While we may hire
independent consultants, we have not considered any criteria regarding their
experience, the services to be provided, or the term of service. We have not had
any discussions with any consultants and there are no agreements or
understandings with any consultants. Other than as disclosed herein, there are
no other plans for accomplishing our business purposes.

Selection of Opportunities
--------------------------
The analysis of new business opportunities will be undertaken by or under the
supervision of our sole executive officer and director. Inasmuch as we will have
no funds currently available to us in our search for business opportunities and

                                       5

<PAGE>


ventures, and that any funds which subsequently become available to us will
likely be provided in the form of loans from our majority shareholder, we will
not be able to expend significant funds on a complete and exhaustive
investigation of such business or opportunity. We will however, investigate, to
the extent believed reasonable by our sole executive officer, such potential
business opportunities or ventures.

As part of our investigation, we plan to meet personally with management and key
personnel of the firm sponsoring the business opportunity, and we may also visit
and inspect plants and facilities, obtain independent analysis or verification
of certain information provided, check references of management and key
personnel, and conduct other reasonable review, to the extent of our limited
financial resources and management and technical expertise.

Prior to making a decision to participate in a business opportunity or venture,
we will generally request that we be provided with written materials regarding
the business opportunity containing such items as a description of products,
services and company history; management resumes; financial information;
available projections with related assumptions upon which they are based;
evidence of existing patents, trademarks or service marks or rights thereto;
current and proposed forms of compensation to management; a description of
transactions between the prospective entity and our affiliates during relevant
periods; a description of current and required facilities; an analysis of risks
and competitive conditions; and other information deemed by us to be relevant.

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and costs for accountants, attorneys and others. Our majority
shareholder anticipates funding our operations, including providing funds
necessary to search for acquisition candidates, until an acquisition candidate
is found, without regard to the amount involved. Accordingly, no alternative
cash resources have been explored. Note, however, that our majority shareholder
is under no obligation to provide such funding.

We will have unrestricted flexibility in seeking, analyzing and participating in
business opportunities. In our efforts, we will consider the following factors:

     (i) Potential for growth, as indicated by new technology, anticipated
market expansion or new products;

     (ii) Competitive position as compared to other firms engaged in similar
activities;

     (iii) Strength of management;

     (iv) Capital requirements and anticipated availability of required funds
from future operations, through the sale of additional securities, through joint
ventures or similar arrangements or from other sources; and

     (v) Other relevant factors.

Potentially available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to our limited capital and resources that
may be available for investigation, we may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

We are unable to predict when we may participate in a business opportunity. We
expect, however, that the analysis of specific proposals and the selection of a
business opportunity may take several months or more. We do not plan to raise
any capital at the present time, by private placements, public offerings,
pursuant to Regulation S promulgated under the Act, or by any other means
whatsoever. Further, there are no plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional securities
prior to the location of an acquisition or merger candidate.

                                       6

<PAGE>


Form of Acquisition
-------------------
The manner in which we participate in an opportunity will depend upon the nature
of the opportunity, our needs and desires and the needs and desires of the
promoters of the opportunity, and the relative negotiating strength of us and
such promoters. The exact form or structure of our participation in a business
opportunity or venture will be dependent upon the needs of the particular
situation. Our participation may be structured as an asset purchase agreement, a
lease, a license, a joint venture, a partnership, a merger, or acquisition of
securities.

As set forth above, we may acquire our participation in a business opportunity
through the issuance of common stock or other securities. Although the terms of
any such transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition is a
so-called "tax free" reorganization under Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended, may depend upon the issuance to the
shareholders of the acquired company of at least eighty percent (80%) of the
common stock of the combined entities immediately following the reorganization.
If a transaction were structured to take advantage of these provisions rather
than other "tax free" provisions provided under the Internal Revenue Code, all
prior shareholders may, in such circumstances, retain twenty percent (20%) or
less of the total issued and outstanding common stock. This could result in
substantial additional dilution to the equity of those who were our shareholders
prior to such reorganization. Further, extreme caution should be exercised by
any investor relying upon any tax benefits in light of changes that may occur in
the tax laws. It is possible that no tax benefits will exist at all.

Our present management and shareholders will in all likelihood not have control
of a majority of our voting shares following a reorganization transaction. In
fact, it is most probable that the shareholders of the acquired entity will gain
control of us. As part of any transaction, our then director may resign and new
directors may be appointed without any vote by shareholders.

Pursuant to regulations promulgated under the Exchange Act, we will be required
to obtain and file with the Commission audited financial statements of the
acquisition candidate not later than 60 days from the date the Form 8-K is due
at the Commission disclosing the acquisition/merger.

In addition, in April 2004 the Commission issued proposed rules that would
impose additional requirements on "shell companies". If the Commission adopts
rules relating to these matters, and if we determine that these rules apply to
us, we may be required to obtain and file with the Commission audited financial
statements of the acquisition candidate simultaneously with the filing of the
Form 8-K disclosing the acquisition/merger.

Competition
-----------
We will remain an insignificant participant among the firms that engage in the
acquisition of business opportunities. Many established venture capital and
financial firms have significantly greater financial and personnel resources and
technical expertise than us. In view of our lack of financial resources and
limited management availability, we will continue to be at a significant
competitive disadvantage compared to our competitors. We will also be competing
with a large number of small, widely held companies located throughout the
United States, as well as other publicly held companies.

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 services 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.

                                       7

<PAGE>


Item 2.  Description of Property
--------------------------------

Real Property
-------------
We are provided rent-free office space at 141 West Jackson Boulevard, Suite
2182, Chicago, Illinois 60604 by Augustine Fund, L.P., one of our shareholders.
We are not responsible for reimbursement for out-of-pocket office expenses, such
as telephone, postage or supplies.

Other Property
--------------
We currently use office equipment provided by Augustine Fund, L.P., one of our
shareholders. We do not own or lease any equipment or other material assets.

Item 3.  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.

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 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 Merger and all agreements entered into in
connection with the Merger.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters
----------------------------------------------------------------

Common Stock Information
------------------------
As of May 20, 2005, we had approximately 275 record holders of our common stock
and a total of 60,469,250 shares of our common stock were outstanding. Our
common stock has previously been traded on the OTC Bulletin Board under the
symbol "VCLL" and was delisted from the OTC Bulletin Board on August 11, 2003,
and there is currently no public trading market for our common stock. On May 20,
2005, there was no bid price for our common stock and the last bid price for our
common stock on the OTC Bulletin Board was $0.05 per share on August 11, 2003.

The following table sets forth, for the quarters indicated, the range of high
and low bid prices of our common stock:

                                     Common Stock
                                     ------------
     By Quarter Ended:           High           Low
     ----------------            ----           ---
     Fiscal 2003
     September 30, 2003          $0.05        $0.005
     June 30, 2003               $0.01        $0.001
     March 31, 2003              $0.009       $0.001
     December 31, 2002           $0.03        $0.007

     Fiscal 2002
     September 30, 2002          $0.035       $0.015
     June 30, 2002               $0.045       $0.015
     March 31, 2002              $0.06        $0.025
     December 31, 2001           $0.10        $0.04

                                       8

<PAGE>


The above quotations were reported by the OTC Bulletin Board and reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.

Recent Sales of Unregistered Securities
---------------------------------------
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.

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.

Redemption of Stock in Connection With Rescission
-------------------------------------------------
In connection with the June 2004 unwinding of the Merger, we redeemed 27,000,000
shares of our Class A convertible preferred stock that were issued to the former
members of Absolute Services, LLC. In consideration for such redemption, we
transferred to these parties all of the issued and outstanding stock of Merger
Sub. In addition, 7,000,000 shares of common stock issued in connection with the
Merger have been returned to us.

Dividends
---------
We have not paid any dividends since our inception, and we do not foresee
declaring any dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans
------------------------------------------------------------------
None.

                                       9

<PAGE>


Item 6. Management's Plan of Operation
--------------------------------------

Restatement of Financial Statements

We are restating our consolidated financial statements for the fiscal years
ended September 30, 2003 and 2004, to add information related to the business we
acquired in the Merger. The effects of this Merger has since been unwound. For
further discussion of the restatements, see the Notes to Consolidated Financial
Statements included in "Item 7. Financial Statements."

Introduction
------------
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 September
30, 2003, the end of the fiscal year 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 Annual Report on Form
10-KSB 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.

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.

                                       10

<PAGE>


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.

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

                                       11

<PAGE>


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

                                       12

<PAGE>


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.

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 March 31, 2005, we have accounts payable of $115,269, and a payroll tax
obligation of $273,812. 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 Plan of Operation discusses our audited consolidated financial
statements, which have been prepared in accordance with accounting policies
generally accepted in the United States. The preparation of these audited
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 audited
consolidated financial statements.

                                       13

<PAGE>


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.

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.



Risk Factors
------------
Our limited operating history makes it difficult to judge our prospects.
We have no significant operating history upon which an evaluation of our current
business and prospects can be based. Since we do not have a relevant operating
history, there is no basis upon which to evaluate our ability to achieve our
business objective, which is to acquire an operating business. We have not
conducted any discussions and we have no plans, arrangements or understandings,
with any prospective acquisition candidates. We do not plan to generate any
revenues until, at the earliest, after the consummation of a business
combination.

Since we have not currently selected a particular industry or any target
business with which to complete a business combination, we are unable to
currently ascertain the merits or risks of the industry or business in which we
may ultimately operate.
We may consummate a business combination with a company in any industry we
choose and are not limited to any particular industry or type of business.
Accordingly, there is no current basis to evaluate the possible merits or risks
of the particular industry in which we may ultimately operate or the target
business that we may ultimately acquire. To the extent we complete a business
combination with a financially unstable company or an entity in its development
stage, we may be affected by numerous risks inherent in the business operations
of those entities. If we complete a business combination with an entity in an

                                       14

<PAGE>


industry characterized by a high level of risk, we may be affected by the
currently unascertainable risks of that industry. Although our management will
endeavor to evaluate the risks inherent in a particular industry or target
business, there can be no assurances that we will properly ascertain or assess
all of the significant risk factors.

We may issue shares of our common stock and/or preferred stock to complete a
business combination, which would reduce the equity interest of our shareholders
and likely cause a change in control of our ownership.

Our certificate of incorporation authorizes the issuance of up to 150,000,000
shares of common stock, par value $0.0001 per share, and 50,000,000 shares of
preferred stock, par value $0.0001 per share. As of May 20, 2005, 60,469,250
shares of our common stock are outstanding. Although we have no commitments as
of the date hereof to issue our securities, we will, in all likelihood, issue a
substantial number of additional shares of our common stock or preferred stock,
or a combination of common and preferred stock, to complete a business
combination. The issuance of additional shares of our common stock or any shares
of our preferred stock may:

     o    significantly reduce the equity interest of our shareholders;
     o    likely cause a change in control if a substantial number of our shares
          of common stock are issued, which may affect, among other things, our
          ability to use our net operating loss carry forwards, if any, and most
          likely also result in the resignation or removal of our present
          officer and director; and
     o    adversely affect the prevailing market price for our common stock.

It is likely that our current officer and director will resign upon consummation
of a business combination and we will have only limited ability to evaluate the
management of the target business.
Our ability to successfully effect a business combination will be totally
dependent upon the efforts of Thomas Duszynski, our sole officer and director.
The future role of Mr. Duszynski in the target business, however, cannot
presently be ascertained. Although it is possible that some of our key personnel
will remain associated in various capacities with the target business following
a business combination, it is likely that the management of the target business
at the time of the business combination will remain in place. Although we intend
to closely scrutinize the management of a prospective target business in
connection with evaluating the desirability of effecting a business combination,
there can be no assurance that our assessment of management will prove to be
correct. In particular, there can be no assurance that the future management
will have the necessary skills, qualifications or abilities to manage a public
company intending to embark on a program of business development. Furthermore,
the future role of Mr. Duszynski, if any, in the target business cannot
presently be stated with any certainty. While it is possible that Mr. Duszynski
will remain associated in some capacity with us following a business
combination, it is unlikely that he will devote his full efforts to our affairs
subsequent to a business combination. Moreover, there can be no assurance that
Mr. Duszynski will have significant experience or knowledge relating to the
operations of the particular target business.

Following a business combination, we may seek to recruit additional managers to
supplement the incumbent management of the target business. There can be no
assurance that we will have the ability to recruit additional managers, or that
additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.

We have significant liabilities.
As of March 31, 2005, we have accounts payable of $115,269, and a payroll tax
obligation of $273,812. 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. If we are unable to
obtain the funds to repay these amounts, that would materially adversely affect
our business operations and prospects.

Our officer and director may allocate his time to other businesses.
Mr. Duszynski is not required to commit his full time to our affairs, which may
result in a conflict of interest in allocating his time between our operations
and other businesses. Mr. Duszynski is now, and may in the future become,

                                       15

<PAGE>


affiliated with entities, including other "blank check" companies, engaged in
business activities similar to those intended to be conducted by us. Mr.
Duszynski may become aware of business opportunities which may be appropriate
for presentation to us as well as the other entities with which he may be
affiliated. Accordingly, he may consider competing interests in determining to
which entity a particular business opportunity should be presented. There can be
no assurance that these issues will be resolved in our favor.

The Commission may deregister our common stock.
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. There can be no assurance that we will be able to avoid deregistration
of our stock. If our stock is deregistered, our shareholders may find it more
difficult to sell our securities, which would materially adversely affect our
business operations and prospects.

The Commission may adopt rules that impose additional requirements on "shell
companies".
In April 2004 the Commission issued proposed rules that would impose additional
requirements on "shell companies". If the Commission adopts rules relating to
these matters, and if we determine that these rules apply to us, we may be
required to obtain and file with the Commission audited financial statements of
the acquisition candidate simultaneously with the filing of the Form 8-K
disclosing the acquisition/merger and we may be subject to additional
requirements that may limit our ability to effect a business combination or
increase the cost of a business combination.

If our common stock becomes subject to the Commission's penny stock rules,
broker-dealers may experience difficulty in completing customer transactions and
trading activity in our securities may be adversely affected.
If at any time we have net tangible assets of $5,000,000 or less and our common
stock has a market price per share of less than $5.00, transactions in our
common stock may be subject to certain rules under the Exchange Act. Under these
rules, broker-dealers who recommend such securities to persons other than
institutional accredited investors:

     o    must make a special written suitability determination for the
          purchaser;
     o    receive the purchaser's written agreement to a transaction prior to
          sale;
     o    provide the purchaser with risk disclosure documents which identify
          certain risks associated with investing in "penny stocks" and which
          describe the market for these "penny stocks" as well as a purchaser's
          legal remedies; and
     o    obtain a signed and dated acknowledgment from the purchaser
          demonstrating that the purchaser has actually received the required
          risk disclosure document before a transaction in a "penny stock" can
          be completed.

If our common stock becomes subject to these rules, broker-dealers may find it
difficult to effectuate customer transactions and trading activity in our
securities may be adversely affected. As a result, the market price of our
common stock may be depressed, and our shareholders may find it more difficult
to sell our securities.

It is probable that we will only be able to complete one business combination,
which will cause us to be solely dependent on a single business and a limited
number of products or services.
It is probable that we will have the ability to complete only a single business
combination. Accordingly, the prospects for our success may be:

     o    solely dependent upon the performance of a single business, or
     o    dependent upon the development or market acceptance of a single or
          limited number of products, processes or services.

                                       16

<PAGE>


In this case, we will not be able to diversify our operations or benefit from
the possible spreading of risks or offsetting of losses, unlike other entities
which may have the resources to complete several business combinations in
different industries or different areas of a single industry.

Because of our limited resources and the significant competition for business
combination opportunities, we may not be able to consummate a business
combination with growth potential.
We expect to encounter intense competition from other entities having a business
objective similar to ours, including venture capital funds, leveraged buyout
funds and operating businesses competing for acquisitions. Many of these
entities are well established and have extensive experience in identifying and
effecting business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do and
our financial resources will be relatively limited when contrasted with those of
many of these competitors. While we believe that 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 certain target businesses.

If we succeed in effecting a business combination, there will be, in all
likelihood, intense competition from competitors of the target business. In
particular, certain industries which experience rapid growth frequently attract
an increasingly larger number of competitors, including competitors with
increasingly greater financial, marketing, technical and other resources than
the initial competitors in the industry. The degree of competition
characterizing the industry of any prospective target business cannot presently
be ascertained. There can be no assurance that, subsequent to a business
combination, we will have the resources to compete effectively, especially to
the extent that the target business is in a high-growth industry.

We may be unable to obtain financing, if required, to complete a business
combination or to fund the operations and growth of the target business, which
could compel us to restructure the transaction or abandon a particular business
combination.
Inasmuch as we have not yet identified any prospective target business, we
cannot ascertain the capital requirements for any particular transaction, and we
may be required to seek financing. There can be no assurance that such financing
would be available on acceptable terms, if at all. To the extent that financing
proves to be unavailable when needed to consummate a particular business
combination, we would be compelled to restructure the transaction or abandon
that particular business combination and seek an alternative target business
candidate. In addition, if we consummate a business combination, we may require
financing to fund the operations or growth of the target business. The failure
to secure financing could have a material adverse effect on the continued
development or growth of the target business. Neither our executive officer and
director nor our shareholders are required to provide any financing to us in
connection with or after a business combination.

We intend to have our securities quoted on the OTC Bulletin Board, which will
limit the liquidity and price of our securities more than if our securities were
quoted or listed on the Nasdaq Stock Market or a national exchange.
Management anticipates that our common stock will be traded in the
over-the-counter market following a business combination. It is anticipated that
our common stock will be quoted on the OTC Bulletin Board, an NASD-sponsored and
operated inter-dealer automated quotation system for equity securities not
included in the Nasdaq Stock Market. Quotation of our securities on the OTC
Bulletin Board will limit the liquidity and price of our securities more than if
our securities were quoted or listed on The Nasdaq Stock Market or a national
exchange. There can be no assurance that we will be able to have our securities
traded in any public market, including the OTC Bulletin Board.

We are significantly influenced by our sole officer and director and entities
affiliated with him.
Our sole executive officer and director is affiliated with our majority
shareholders, and these shareholders own in the aggregate approximately 90.9% of
our issued and outstanding shares of common stock. These shareholders, if acting
together, will be able to significantly influence all matters requiring approval
by shareholders, including the election of directors and the approval of mergers
or other business combinations transactions.

                                       17

<PAGE>


Item 7. Financial Statements
----------------------------

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------

Board of Directors
Absolute Potential, Inc.
f/k/a Absolute Waste Services, Inc. and
ThermaCell Technologies, Inc.
Chicago, Illinois


We have audited the accompanying consolidated balance sheet of Absolute
Potential, Inc. (the "Company") as of September 30, 2003 and the related
consolidated statement of operations, changes in stockholders' equity, and cash
flows for the nine months then ended. These consolidated financial statements
are the responsibility of the management of the Company. Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required at this time, to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
September 30, 2003 and the results of its operations and its cash flows for the
nine months then ended in conformity with generally accepted accounting
principles in the United States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a net capital deficiency, which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 3. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/s/  PENDER NEWKIRK & COMPANY
----------------------------------
     Pender Newkirk & Company

Certified Public Accountants
Tampa, Florida

November 22, 2005

                                       18

<PAGE>


LUBY & BIRDWELL, LLP
Certified Public Accountants

101 North Shoreline, Suite 580, Corpus Christi, Texas 78401    Ph (361) 883-0292
email - bbirdwell@sbcglobal.net                               Fax (361) 883-0151



                          Independent Auditors' Report

To the Members of
Absolute Industries, LLC


We have audited the balance sheet of Absolute Industries, LLC ("Company") as of
December 31, 2002, and the related statement of income, members' equity, and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Absolute Industries, LLC as of
December 31, 2002, and the results of its operations and cash flows for the year
then ended, in conformity with accounting principles generally accepted in the
United States of America.

April 18, 2003

/s/  LUBY & BIRDWELL, LLP
-----------------------------
     LUBY & BIRDWELL, LLP

                                       19

<PAGE>
<TABLE>
<CAPTION>


                                Absolute Potential, Inc.
     (formerly known as Absolute Waste Services, Inc. and ThermaCell Technologies, Inc.)

                               Consolidated Balance Sheet


                                                                             (Restated)
                                                            September 30,   December 31,
                                                                2003            2002
                                                             ----------      ----------
<S>                                                          <C>             <C>
Assets
Current Assets
Cash and Cash Equivalents                                    $   16,481      $    6,226
Receivables:
     Trade, net of allowance for doubtful accounts
         of $30,182 and $0 for 2003 and 2002, respectively      800,583         854,741
     Related Parties                                            177,813          88,719
     Other                                                       43,263            --
Prepaid Expenses and Other                                      106,862           4,044
                                                             ----------      ----------

     Total Current Assets                                     1,145,002         953,730

Property and Equipment, net                                   3,044,750       2,364,348

Accounts Receivable - Related Parties                            11,559            --
Note Receivable - Related Party                                    --           282,327
Other Intangible Assets, net                                    876,926            --
Goodwill                                                        235,000            --
Deposits                                                         16,968            --
                                                             ----------      ----------

     Total Other Assets                                       1,140,453         282,327
                                                             ----------      ----------

     Total Assets                                            $5,330,205      $3,600,405
                                                             ==========      ==========


                                           20
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                                                           (Restated)
                                                           September 30,   December 31,
                                                               2003           2002
                                                            -----------    -----------
<S>                                                         <C>            <C>
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable:
     Trade                                                  $   699,823    $   488,054
Related Parties                                                  51,225           --
Accrued Expenses                                                593,897        100,861
Deferred Revenue                                                 61,407         60,411
Deferred Federal Income Taxes                                      --          141,726
Notes Payable and Current Portion of Long-Term Debt           1,467,789        380,865
                                                            -----------    -----------

         Total Current Liabilities                            2,874,141      1,171,917
                                                            -----------    -----------
Long-Term Liabilities
Long-Term Debt, less current portion                          2,057,829      1,597,462
Deferred Federal Income Taxes                                   235,000           --
                                                            -----------    -----------

         Total Long-Term Liabilities                          2,292,829      1,597,462
                                                            -----------    -----------
Stockholders' Equity
Series A Convertible Preferred Stock ($.001 par value;
       50,000,000 shares authorized; 27,000,000 shares
       issued and outstanding)                                   27,000           --
Common Stock ($.0001 par value; 150,000,000 shares
       authorized; 200,000 shares issued and outstanding)            20           --
Additional Paid-In-Capital                                     (102,523)          --
Common Stock Payable                                            539,983           --
Members' Equity                                                    --          831,026
Retained Deficit                                               (301,245)          --
                                                            -----------    -----------
       Total Stockholders' Equity                               163,235        831,026
                                                            -----------    -----------
       Total Liabilities and Stockholders' Equity           $ 5,330,205    $ 3,600,405
                                                            ===========    ===========


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

                                           21
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                  Absolute Potential, Inc.
       (formerly known as Absolute Waste Services, Inc. and ThermaCell Technologies, Inc.)

                            Consolidated Statement of Operations


                                                              (Restated)       Unaudited
                                           Nine Months        Year Ended      Nine Months
                                               Ended            Ended            Ended
                                           September 30,      December 31,    September 30,
                                               2003              2002             2002
                                            -----------       -----------      -----------
<S>                                         <C>               <C>              <C>
Operating Revenues                          $ 4,163,064       $ 4,606,690      $ 3,276,571

Costs and Expenses:
         Operating Expenses                   2,822,782         3,765,393        2,616,709
         General and Administrative           1,592,772           430,963          376,292
         Depreciation and Amortization          372,357           336,281          201,533
                                            -----------       -----------      -----------
                                              4,787,911         4,532,637        3,194,534
                                            -----------       -----------      -----------
         Income (Loss) from Operations         (624,847)           74,053           82,037

Other Income (Expense)
         Interest Expense                      (228,064)         (168,921)        (130,744)
         Interest Income                         13,059              --               --
         Loss on Sale of Equipment                 --              (1,975)            --
         Other Income (Expense)                  11,675           (13,842)            --
                                            -----------       -----------      -----------
         Loss Before Federal Income Taxes      (828,177)         (110,685)         (48,707)

Income Tax (Expense) Benefit
         Current                                   --                --               --
         Deferred                               141,726            11,933            5,251
                                            -----------       -----------      -----------
                                                141,726            11,933            5,251
                                            -----------       -----------      -----------
Operating Loss                                 (686,451)          (98,752)         (43,456)
                                            -----------       -----------      -----------

         Net Loss                           $  (686,451)      $   (98,752)     $   (43,456)
                                            ===========       ===========      ===========

Weighted Average Number of Shares
         Basic                                  200,000           200,000          200,000

Loss Per Common Share
         Basic                              $     (3.43)      $      (.49)     $      (.22)


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

                                             22
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                    Absolute Potential, Inc.
         (formerly known as Absolute Waste Services, Inc. and ThermaCell Technologies, Inc.)

                              Consolidated Statement of Cash Flows



                                                                    (Restated)      Unaudited
                                                    Nine Months     Year Ended     Nine Months
                                                       Ended           Ended         Ended
                                                    September 30,   December 31,  September 30,
                                                        2003           2002           2002
                                                     -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>
Cash Flows from Operating Activities
Net Loss                                             $  (686,451)   $   (98,752)   $   (43,456)
Adjustments to Reconcile Net Income
     (Loss) to Net Cash Provided by
     Operating Activities:
         Loss on Sale of Fixed Assets                       --            1,985           --
         Provision for Bad Debts                         429,650           --             --
         Depreciation and Amortization                   372,357        336,381        201,533
    Deferred Federal Income Tax                         (141,726)       (11,933)       (55,640)
                  Amortization of Deferred Revenue      (158,092)          --             --

Changes in Operating Assets and Liabilities:
         Accounts Receivables                            (61,097)        74,670         57,370
         Related Party Receivables                        38,734          4,492         62,916
         Other Receivables                               (28,263)          --           (1,209)
         Prepaid Expenses and Other Assets               (75,853)         9,748        (24,581)
         Deposits                                        (16,968)          --          (23,814)
         Bank Overdraft                                     --             --            6,305
         Accounts Payable                                 64,224        194,559        193,565
         Related Party Payables                           51,225           --             --
         Deferred Revenue                                    996         60,411        106,067
         Accrued Expenses                                301,499         59,159        (26,323)
                                                     -----------    -----------    -----------
Net Cash Provided by Operating Activities                 90,235        630,720        452,733

Cash Flows from Investing Activities
Proceeds from Sale of Property and
     Equipment                                           145,500         15,000           --
Related Party Advance                                   (167,942)          --             --
Proceeds from Divestiture                                156,200           --             --
Purchase of Property and Equipment                      (938,440)    (1,115,791)      (811,721)
                                                     -----------    -----------    -----------

Net Cash Used by Investing Activities                   (804,682)    (1,100,791)      (811,721)

                                               23

(Continued)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                  Absolute Potential, Inc.
   (formerly known as Absolute Waste Services, Inc. and ThermaCell Technologies, Inc.)

                      Consolidated Statement of Cash Flows (Continued)



                                                                (Restated)
                                                Nine Months     Year Ended    Nine Months
                                                    Ended          Ended          Ended
                                                September 30,   December 31,  September 30,
                                                    2003           2002           2002
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
Cash Flows from Financing Activities
Proceeds from Issuance of Membership
     Interest                                    $    11,000    $      --      $      --
Principal Payments of Long-Term Debt              (1,800,290)      (334,119)      (253,933)
Proceeds from Long -Term Debt                      2,513,992        809,041        614,850
                                                 -----------    -----------    -----------
Net Cash Provided by Financing Activities            724,702        474,922        360,917
                                                 -----------    -----------    -----------
Net Increase in Cash and Cash Equivalents             10,255          4,851          1,929
Cash and Cash Equivalents, Beginning of Period         6,226          1,375          1,376
                                                 -----------    -----------    -----------
Cash and Cash Equivalents, End of Period         $    16,481    $     6,226    $     3,305
                                                 ===========    ===========    ===========
Supplemental Disclosures
Cash Paid for Interest                           $   228,064    $   168,921    $   130,744

Non-Cash Transactions
American Ecology Settlement Agreement
     Long-Term Debt Issued for
         Member Interests                            (94,820)          --             --
     Distributions to Members                         94,820           --             --
Acquisition of Sixteen Services
     Working Capital other than Cash                  17,833           --             --
     Property and Equipment                           62,796           --             --
     Other Intangible Assets                         754,617           --             --
     Long-Term Debt Assumed                         (172,035)          --             --
     Members' Interest Issued                       (405,000)          --             --
     Long-Term Debt Issued                          (258,211)          --             --
     Deferred tax effect on non-taxable
         intangible assets                          (235,000)          --             --
Acquisition of STRD
     Property and Equipment                          151,688           --             --
     Other Intangible Assets                         314,927           --             --
     Long-Term Debt Assumed                         (192,461)          --             --
     Long-Term Debt Issued                          (116,026)          --             --
Other
     Liabilities Assumed                            (340,368)          --             --
     Gain on Sale of Assets to Related
         Party as Capital Contribution                37,717           --             --


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

                                             24
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                      Absolute Potential, Inc.
           (formerly known as Absolute Waste Services, Inc. and ThermaCell Technologies, Inc.)

                           Consolidated Statement of Stockholders' Equity



                                                Series A Con Pref Stock   Common Stock
                                                Number of                   Number of
                                                Shares          Amount        Shares        Amount
                                               -----------   -----------   -----------   -----------
<S>                                            <C>            <C>           <C>           <C>
Balance at January 1, 2002, as previously
reported                                              --            --            --            --

Prior Period Adjustment (See Note 14)                 --            --            --            --
Balance at January 1, 2002, as restated               --            --            --            --

Net Loss (as restated 2002)                           --            --            --            --
Balance at December 31, 2002, restated                --            --            --            --

Capital Contributions                                 --            --            --            --

Distributions to Member                               --            --            --            --

Conversion to Corporation in connection with
Reverse Merger                                        --            --            --            --

Issuance of Common and Preferred Shares and
Recapitalization in Reverse Merger              27,000,000   $    27,000       200,000   $        20

Net Loss                                              --            --            --            --
                                               -----------   -----------   -----------   -----------
Balance at September 30, 2003                   27,000,000   $    27,000       200,000   $        20
                                               ===========   ===========   ===========   ===========

                                                 25

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                               Absolute Potential, Inc.
                    (formerly known as Absolute Waste Services, Inc. and ThermaCell Technologies, Inc.)

                                    Consolidated Statement of Stockholders' Equity
                                                      (Continued)



                                                Additional      Common
                                                 Paid-In        Stock        Retained       Members'
                                                 Capital        Payable      Earnings        Equity          Total
                                               -----------    -----------   -----------    -----------    -----------
<S>                                            <C>            <C>           <C>            <C>            <C>
Balance at January 1, 2002, as previously
reported                                              --             --            --      $   946,195    $   946,195

Prior Period Adjustment (See Note 14)                 --             --            --          (16,417)       (16,417)
                                               -----------    -----------   -----------    -----------    -----------
Balance at January 1, 2002, as restated               --             --            --          929,778        929,778

Net Loss (as restated 2002)                           --             --            --          (98,752)       (98,752)
                                               -----------    -----------   -----------    -----------    -----------
Balance at December 31, 2002, restated                --             --            --          831,026        831,026

Capital Contributions                                 --             --            --          453,717        453,717

Distributions to Member                               --             --            --          (94,820)       (94,820)

Conversion to Corporation in connection with
Reverse Merger                                     804,717           --         385,206     (1,189,923)          --

Issuance of Common and Preferred Shares and
Recapitalization in Reverse Merger                (907,240)       539,983          --             --             --

Net Loss                                              --             --        (686,451)          --         (686,451)
                                               -----------    -----------   -----------    -----------    -----------
Balance at September 30, 2003                  ($  102,523)   $   539,983      (301,245)   $      --      $   163,235
                                               ===========    ===========   ===========    ===========    -----------


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

                                                      25(Con't)
</TABLE>

<PAGE>

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

                   Notes to Consolidated Financial Statements

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


1.   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 2 to these financial statements. On June 15, 2005, Absolute
Waste Services, Inc. ameded 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.

2.   Reverse Merger and Subsequent Event

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 are now contained in the Company's wholly owned Texas
subsidiary, Absolute Waste Acquisitions, Inc.

                                       26

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


2.   Reverse Merger and Subsequent Event (continued)

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 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 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 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.

                                       27

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


2.   Reverse Merger and Subsequent Event (continued)

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

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") unwinding the effects of the Merger 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 it 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.

3.   Summary of Significant Accounting Policies

Going Concern

The Company has a working capital deficit of approximately $1,729,000 at
September 30, 2003 and a net loss for the nine months then ended of
approximately $686,000. 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.

                                       28

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


3.   Summary of Significant Accounting Policies (continued)

The working capital deficit, net loss, and the rescission of the Merger
Agreement as discussed in Note 2 all raise substantial doubt about the Company's
ability to continue as a going concern.

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of
accounting. The Company has elected a September 30 year-end.

Principles of Consolidation

The September 30, 2003 consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries, Absolute Waste Acquisitions, Inc.
(AWA) and Thermacell Industries, Inc. (TI). All significant intercompany
balances and transactions are eliminated in the consolidation process. The
December 31, 2002 and September 30, 2002 financial statements only include
Absolute Waste Acquisitions, Inc. as the reverse merger was effective August 23,
2003.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents and accounts
receivable. The Company places its cash and cash equivalents with high quality
financial institutions and limits the amount of credit exposure with any one
institution. Concentrations of credit risk with respect to accounts receivable
are limited because of the large number of diversified customers and the fact
that the Company has the ability to terminate the customers' services if
payments are not made consistent with the terms of their agreement. The Company
controls credit risk through credit evaluations, credit limits, and monitoring
procedures. The Company performs credit evaluations of its customers, but
generally does not require collateral to support accounts receivable. Credit
losses are provided for in the financial statements.

                                       29

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)



3.   Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents


Cash and cash equivalents include cash on hand, cash in banks, and all highly
liquid investments with an initial maturity of three months or less.

Trade, Notes, and Other Receivables

The Company's receivables are recorded when billed, advanced, or accrued and
represent claims against third parties that will be settled in cash. The
carrying value of the Company's receivables, net of allowance for doubtful
accounts, represents their estimated net realizable value. The Company estimates
its allowance for doubtful accounts based on historical collection trends, type
of customer such as municipal or non-municipal, the age of the outstanding
receivables and existing economic conditions. The Company recognizes interest
income on interest-bearing notes receivable as the interest accrues under the
terms of the note.

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,
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the year. Actual results could differ from these estimates.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions
and improvements are capitalized. Minor replacements, maintenance, and repairs
are charged to expense as incurred.

                                       30

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


3.   Summary of Significant Accounting Policies (Continued)

When property and equipment are retired, sold, or otherwise disposed of, the
cost and accumulated depreciation are removed from the accounts and any
resulting gain or loss is included in the results of operations. Depreciation is
provided over the estimated useful lives of the related assets using the
straight-line method. The Company assumes no salvage value for its depreciable
property and equipment. The estimated useful lives for significant property and
equipment categories are as follows (in years):

     Buildings and Improvements                         20
     Machinery and Equipment                           5 - 10
     Toters and Containers                             7 - 10
     Vehicles                                            6
     Computers                                           5
     Office Furniture and Fixtures                     5 - 7

Leases

The Company leases facilities and equipment for varying periods. Management
expects that in the normal course of business, operating leases will be renewed
or replaced by other leases.

                                       31

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


3.   Summary of Significant Accounting Policies (Continued)

Long-Lived Assets

The Company follows the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets. SFAS No. 142
requires an annual impairment test for goodwill and intangible assets with
indefinite lives. Under the provisions of SFAS No. 142, the first step of the
impairment test requires that the Company determine the fair value of each
reporting unit, and compare the fair value to the reporting unit's carrying
amount. To the extent a reporting unit's carrying amount exceeds its fair value,
an indication exists that the reporting unit's goodwill may be impaired and the
Company must perform a second more detailed impairment assessment. The second
impairment assessment involves allocating the reporting unit's fair value to all
of its recognized and unrecognized assets and liabilities in order to determine
the implied fair value of the reporting unit's goodwill as of the assessment
date. The implied fair value of the reporting unit's goodwill is then compared
to the carrying amount of goodwill to quantify an impairment charge as of the
assessment date. For the period ended September 30, 2003 there no was impairment
recorded. In the future, the Company will perform the annual test during its
fiscal third quarter unless events or circumstances indicate impairment of the
goodwill may have occurred before that time.

The Company evaluates long-lived assets, such as intangible assets, equipment
and certain other assets, for impairment in accordance with Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 144 (SFAS
144), "Accounting for the Impairment or Disposal of Long-Lived Assets." This
statement supersedes Statement of Financial Accounting Standards No. 121 (SFAS
121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" and amends Accounting Principles Board Opinion No. 30,
"Reporting Results of Operations--Reporting the Effects of Disposal of a Segment
of a Business and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." SFAS 144 retained the fundamental provisions of SFAS 121 for
recognition and measurement of impairment, but amended the accounting and
reporting standards for segments of a business to be disposed of. The Company
records an impairment charge whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be recoverable through
the estimated undiscounted future cash flows from the use of these assets. When
any such impairment exists, the related assets are written down to fair value.

                                       32

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)



3.   Summary of Significant Accounting Policies (Continued)

Business Combinations

All acquisitions have been accounted for using the purchase method of
accounting. The Company allocates the cost of the acquired business to the
assets acquired and the liabilities assumed based on estimates of fair values
thereof.

Other Intangible Assets

Goodwill is the excess of the cost over net assets of acquired businesses. In
accordance with Statement on Financial Accounting Standards (SFAS) No. 142,
Accounting for Goodwill and Other Intangible Assets, the Company does not
amortize goodwill. Other intangible assets consist primarily of customer
contracts, customer lists, customer routes, and covenants not-to-compete. Other
intangible assets are recorded at cost and amortized on a straight-line basis.
Customer contracts and customer lists are amortized over 15 years. Covenants
not-to-compete are amortized over the terms of the agreements, which are
generally 5 years.

Advertising

The Company expenses advertising costs as they are incurred. Advertising expense
for the nine months ended September 30, 2003 and the year ended December 31,
2002 was $6,341 and $10,566, respectively.

Income Taxes

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.

                                       33

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


3.   Summary of Significant Accounting Policies (Continued)

Earnings Per Share

Basic and diluted loss per common share (EPS) is computed by dividing loss
available to common stockholders by the weighted average number of shares of
common stock outstanding for the periods after giving effect to the one-for-100
reverse stock split. The weighted average number of shares of common stock
outstanding was calculated as if the number of shares had been issued and
outstanding for all periods presented due to the reverse merger which was
effective August 23, 2003. Common stock equivalents consist of the assumed
conversion of the Company's issued and outstanding preferred stock. Common stock
equivalents are not included in diluted EPS calculations to the extent their
inclusion would be anti-dilutive.

Revenue Recognition

The Company recognizes revenues when all four criteria noted below have been
satisfied:

     o    Persuasive evidence of an arrangement exists, such as executed service
          agreements, new customer account forms or other relevant
          documentation.

     o    Services, such as providing hauling services, are rendered.

     o    The Company's price to the buyer is fixed are determinable.

     o    Collectibility is reasonable assured.

The Company bills for certain services prior to performance. Such services
include, among others, certain residential contracts that are billed on a
quarterly basis and rights to utilize assets such as containers or other
equipment rentals continuously over time. These advance billings are included in
deferred revenues and recognized as revenue in the period earned for services
provided.

                                       34

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


3.   Summary of Significant Accounting Policies (Continued)

Revenue Recognition - Environmental Remediation Contracts

The Company recognizes revenues from fixed-price and modified fixed-price
environmental remediation contracts on the percentage-of-completion method,
measured by the percentage of cost incurred to date to estimated total cost for
each contract. That method is used because management considers total cost to be
the best available measure of progress on the contracts. Because of inherent
uncertainties in estimating costs, it is at least reasonably possible that the
estimates used will change within the near term.

Contract costs include all direct material and labor costs and those indirect
costs related to contract performance, such as indirect labor, supplies, tools,
repairs, and depreciation. Selling, general, and administrative costs are
charged to expense as incurred. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined. Changes in
estimated job profitability resulting from job performance, job conditions,
contract penalty provisions, claims, change orders, and settlements, are
accounted for as changes in estimates in the current period.

Estimated Fair Value of Financial Instruments

The aggregated net fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to management. The
respective carrying value of certain on-balance sheet financial instruments
approximated their fair values. These financial instruments include cash and
cash equivalents, receivables, payables, accrued expenses and short-term
borrowings. Fair values were assumed to approximate carrying values for these
financial instruments since they are short-term in nature and their carrying
amounts approximate fair values or they are receivable or payable on demand. The
fair value of the Company's debt is estimated based upon the quoted market
prices for the same or similar issues or on the current rates offered to the
Company for debt of the same remaining maturities.

                                       35

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


3.   Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46, or FIN 46,
Consolidation of Variable Interest Entities, and Interpretation of ARB No. 51.
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired after
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after June 15, 2003. We do not expect adoptions of
FIN 46 to have a material impact on our financial position, results of
operations, or cash flows.

In May 2003, the FASB issued Statement 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. Statement 150
requires that certain financial instruments that are settled in cash, including
certain types of mandatorily redeemable securities, be classified as liabilities
rather than as equity or temporary equity. Statement 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period after June 15, 2003.
Management does not expect the adoption of Statement 150 to have a material
effect on the Company's financial position, results of operations, or cash
flows.

In November 2004, the Financial Accounting Standards Board, ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs,"
an amendment of ARB No. 43, Chapter 4. The amendments made by SFAS No. 151
clarify that abnormal amounts of facility expense, freight, handling costs and
wasted materials (spoilage) should be recognized as current-period charges and
require the allocation of fixed production overheads to inventory based on
normal capacity of the production facilities. The pronouncement is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after November 23, 2004. This pronouncement will be effective
during the Company's fiscal 2006 year. The Company is in the process of
evaluating the effects of this pronouncement on its financial statements.

                                       36

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


3. Summary of Significant Accounting Policies (Continued)

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment." This
statement is a revision to SFAS 123, "Accounting for Stock-Based Compensation"
and supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees."
This statement establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods and services,
primarily focusing on the accounting for transactions in which an entity obtains
employee services in share-based payment transactions. The statement is
effective as of the beginning of the Company's 2005 fiscal year. The Company is
in the process of determining the impact of the adoption of SFAS No. 123R will
have on the results of its operations.

4.   Property and Equipment

Property and equipment consist of the following:
                                             September 30,       December 31,
                                                 2003               2002
                                              -----------        -----------
     Land                                     $    35,000        $    35,000
     Buildings and improvements                    10,000             10,000
     Machinery and equipment                    1,550,508          1,314,575
     Toters and containers                        785,259            692,236
     Vehicles                                   1,603,483            906,836
     Computers                                     44,556             39,318
     Office furniture and fixtures                 18,637             10,937
                                              -----------        -----------
                                                4,047,443          3,008,902
     Accumulated Depreciation                  (1,002,693)          (644,554)
                                              -----------        -----------
                                              $ 3,044,750        $ 2,364,348
                                              ===========        ===========

                                       37

<PAGE>
<TABLE>
<CAPTION>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)



5.   Other Intangible Assets

The Company's other intangible assets as of September 30, 2003 were comprised of
the following:

                                                Intangible    Accumulated
                                                  Asset       Amortization    Net Balance

     <S>                                        <C>            <C>             <C>
     Customer Contracts and Customer Lists      $ 843,639      $  (26,079)     $ 817,560
     Non-Competition Agreements                    64,763          (5,397)        59,366
                                                ----------------------------------------

                                                $ 908,402      $  (31,476)     $ 876,926
                                                ========================================

Amortization expense for other intangible assets was $31,476 $0, and $0 for the
nine months ended September 30, 2003, the year ended December 31, 2002, and the
nine months ended September 30, 2002, respectively.

Estimated amortization expense for the years ended is as follows:

                               2004                       $         69,195
                               2005                                 69,195
                               2006                                 69,195
                               2007                                 69,195
                               Thereafter                          600,146

                                       38
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


6.   Notes Payable and Long-Term Debt

Notes Payable and Long-Term Debt consist of the following:

                                                                        September 30,    December 31,
                                                                            2003             2002
                                                                        -----------------------------
     <S>                                                                <C>              <C>
     Notes payable to banks, monthly principal and interest
         payments ranging from $463 - $43,708, interest
         rates ranging from 5.85% - 9.20%, maturing 2004 -
         2008, secured by equipment, certificate of deposit
         of stockholder, and stockholder guaranty                       $  1,913,795     $    279,376

     Notes payable to finance companies, monthly principal
         and interest payments ranging from $343 - $1,922,
         interest rates ranging from 2.90% - 16.86%, maturing
         2004 - 2007, secured by equipment and vehicles                      427,034        1,141,563

     Notes payable to individuals, monthly principal and
         interest payments  ranging from $254 - $2,937,
         interest rates 3.25%, maturing 2007 - 2009, secured
         by purchase money security interests                                443,079             --

     Note payable to bank under a $500,000 line of credit,
         interest payable monthly, principal payable on demand,
         interest rate 6.25%, secured by accounts receivable
         (unused portion $2,034) and stockholder guaranty               $    497,966     $    498,098

                                                  39
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)



6.   Notes Payable and Long-Term Debt (continued)

                                                                          September 30,     December 31,
                                                                               2003            2002
                                                                       ---------------------------------
     <S>                                                                     <C>            <C>
     Note payable to bank under a $300,000 line of credit,
         interest payable monthly, principal payable on demand,
         interest rate 6%, secured by County of Hidalgo
         contract (unused portion $132,067) and
         stockholder guaranty                                                  167,933             -

     Note payable to company, monthly principal
         payments of  $5,276, non-interest bearing
         maturing 2004, unsecured                                               68,594             -

     Other notes payable                                                         7,217            59,290
                                                                       ---------------------------------

     Total Notes Payable and Long-Term Debt                                  3,525,618         1,978,327

     Current Portion of Long-Term Debt                                       1,467,789           380,865
                                                                       ---------------------------------

         Long-Term Debt, less current portion                          $     2,057,829  $      1,597,462
                                                                       =================================

Principal payments on long-term debt at September 30, 2003 are as follows:

                  September 30, 2004                                                    $      1,467,789
                  September 30, 2005                                                             700,962
                  September 30, 2006                                                             705,137
                  September 30, 2007                                                             476,978
                  September 30, 2008                                                             121,705
                  Thereafter                                                                      53,047

7.   Leases

The Company leases real property and equipment under month to month operating
leases. Rentals paid under these leases were approximately $12,100, $280,000,
and $194,300 during the nine months ended September 30, 2003, the period ended
September 30, 2002, and the year ended December 31, 2002, respectively.

                                       40
</TABLE>

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


8.   Stockholders' Equity

Series A Convertible Preferred Stock

The Company is authorized to issue 50,000,000 shares of Series A Convertible
Preferred Stock, par value $.001, with such designations, rights, and
preferences as may be determined from time to time by the Board of Directors.

Common Stock

The Company is authorized to issue 150,000,000 shares of common stock, par value
$.0001.

9.   Related Party Transactions

Prior to the merger between the Company and Absolute, Absolute owned 99% of
Environmental Evolutions Holding, Ltd. ("EEH"), a limited partnership, and 100%
of Absolute Sixteen Services, Inc. ("Sixteen Services"), a Texas Corporation.
EEH was created on January 1, 2003 to operate the Company's remediation and
transportation activities. Sixteen Services was formed in April 2003 to
facilitate a merger that is further described in Note 11. In January 2003,
Absolute also created J.W. Venture, LLC ("JW"), a limited liability company, to
manage Absolute and its subsidiaries. After the Merger Agreement with the
Company, Absolute, EEH, and Sixteen Services ceased doing business under these
names and JW ceased performing management functions for these entities.

The Company entered into a note receivable agreement with the former owner of
Absolute on December 31, 2000 in connection with conversion from a subchapter S
corporation to a C corporation for federal reporting purposes. This note was
restructured effective December 31, 2002 as non-interest bearing collateralized
by stock in the Company due December 31, 2008. The balance of $282,327 was
determined uncollectible and written off during fiscal 2003.

In April 2003, EEH sold (51) roll-off container boxes to Environmental
Evolutions, Ltd. ("EE") for $145,500 resulting in a gain on sale of
approximately $37,000 which has been recorded as contributed capital for the
nine months ended September 30, 2003. The former majority shareholder of
Absolute owns 50% of EE, but is not the controlling partner in the entity.

                                       41

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


9.   Related Party Transactions (continued)

For the nine months ended September 30, 2003 the Company received management
fees from EE of approximately $7,400. At September 30, 2003, EE owed the Company
$5,031 relating to these fees which are recorded as current related party
receivables.

The Company makes advances to employees during the ordinary course of business.
At September 30, 2003 the Company had $3,740 recorded as current related party
receivables and $6,637 recorded as non-current related party receivables
associated with these advances.

In September 2003, the Company advanced $167,934 to a ranch owned by the former
owner of Absolute under one of the Company's lines of credit. The advance was
repaid subsequent to fiscal year end and has been recorded as a current related
party receivable at September 30, 2003. The ranch owes the Company $4,922 from
receivables originating prior to the reverse merger. This receivable has been
recorded as a non-current related party receivable at September 30, 2003.

The Company is owed $1,108 from other related parties and owes $13,158 to other
related parties at September 30, 2003. These amounts have been recorded as
current assets and current liabilities, respectively.

The terms of the transactions with related parties are not necessarily the same
as those which could have been negotiated with unrelated third parties.

10.  Income Taxes

Income tax benefit consists of the following:

                                    September 30,   December 31,  September 30,
                                        2003           2002           2002
                                     ------------------------------------------
     Current tax expense             $       0      $       0      $       0
     Deferred tax benefit              141,726         11,933          5,251
                                     ------------------------------------------
                                     $ 141,726      $  11,933      $   5,251
                                     ==========================================

                                       42

<PAGE>
<TABLE>
<CAPTION>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unauditeD)


10.  Income Taxes

A reconciliation of income taxes at the statutory rate to the Company's
effective rate is as follows:

                                             September 30,    December 31,      September 30,
                                                  2003            2002              2002
                                             ------------------------------------------------

     <S>                                     <C>             <C>                <C>
     Statutory Expense                       $    (281,580)  $    (22,137)      $      (9,741)
     Other                                           2,107          10,204             4,490
     Change in tax rates                            39,869
     Increase in Deferred Income Tax
         Valuation Allowance                        97,878
                                             ------------------------------------------------

     Income Tax Benefit                      $    (141,726)  $     (11,933)     $      (5,251)
                                             ================================================

The accompanying balance sheet includes the following amounts of deferred tax
assets and liabilities:

                                             September 30,     December 31,
                                                 2003              2002
                                             ------------------------------

     Deferred Tax Liabilities:
         Cash Basis Differences              $    (308,531)    $   (211,282)
         Accelerated Depreciation                 (422,411)        (194,289)
         Non-taxable intangible assets            (235,000)
     Deferred Tax Assets:
         Cash Basis Differences                    460,743          127,642
     Other                                          10,337           -
         Net Operating Loss Carryforwards          357,740          136,203
                                             ------------------------------
     Net Deferred Tax Asset (Liability)           (137,122)        (141,726)
     Valuation Allowance                           (97,878)            -
                                             ------------------------------

                                             $    (235,000)    $   (141,726)
                                             ==============================

                                       43
</TABLE>

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


10.  Income Taxes (continued)

At September 30, 2003 the Company has approximately $1,052,000 of federal net
operating loss ("NOL") carryforwards. The NOL carryforwards have expiration
dates through the year 2021. A valuation allowance has been established equal to
the amount of the deferred tax assets due to the uncertainty of the Company's
realization of this benefit.

11.  Business Combinations and Agreements

American Ecology Settlement Agreement

Effective April 2003, Absolute entered into a Settlement Agreement and Mutual
Release (the "Settlement Agreement") with American Ecology Corporation ("AEC")
and Texas Ecologists, Inc. ("TECO") whereby AEC irrevocably relinquished and
assigned its 17.891% membership interest in Absolute for the settlement of debts
owed AEC. TECO terminated its Teaming Agreement with Absolute pursuant to the
terms of the Settlement Agreement. In connection with the Settlement Agreement,
Absolute executed a non-interest bearing promissory note in the amount of
$94,820 to be paid to AEC over 18 months in full satisfaction of their
indebtedness.

Sixteen Services Merger

Absolute entered into an Agreement and Plan of Reorganization (the "Agreement")
with Sixteen Services, Inc. ("Sixteen Services") and their stockholders
effective April 30, 2003. Pursuant to the Agreement, Sixteen Services merged
into Absolute Sixteen Services, Inc., a wholly-owned subsidiary of Absolute and
survivor of the merger. The merger provided Absolute with a greater market share
of the waste disposal business in South Texas.

In consideration for the transfer of 100% of their stock, a stockholder of
Sixteen Services received a 4.7% equity interest in Absolute while all other
stockholders received promissory notes in the aggregate principal amount of
$232,390. A stockholder also received another .5% interest in Absolute while all
other stockholders received promissory notes in the aggregate principal amount
of $25,821 for their execution of non-competition agreements. The equity
interest received by the stockholder was valued at $405,000 based on the amounts
paid to the other stockholders for their interests.

                                       44

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


11.  Business Combinations and Agreements (Continued)

A condensed balance sheet disclosing the amount assigned to each major asset and
liability caption for the Sixteen Services acquisition is as follows:

     Property and Equipment                          $         62,796
     Other Intangibles                                        754,617
     Other Assets                                              22,108
                                                     ----------------
     Total Assets                                    $        839,521
                                                     ================

     Accounts Payable                                $          4,275
     Notes Payable                                            430,246
     Members' Capital                                         405,000
                                                     ----------------
     Total Liabilities and Members' Capital          $        839,521
                                                     ================

The following unaudited pro forma data summarizes the results of operations for
the period indicated as if the acquisition of Sixteen Services had been
completed as of the beginning of the period ended September 30, 2003. The pro
forma data gives effect to actual operating results prior to the acquisition. No
effect has been given to cost reductions or operating synergies in this
presentation. These pro forma amounts do not purport to be indicative of the
results that would have actually been obtained if the acquisition had occurred
as of the beginning of the period ended September 30, 2003 or that may be
obtained in the future:

                                                     Nine Months
                                                        Ended
                                                     September 30,
                                                        2003
                                                     ------------
     Net Sales                                       $  4,265,179
     Operating Loss                                       (80,016)
         Earnings Per Share - Basic                  $      (0.40)

                                       45

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


11.  Business Combinations and Agreements (Continued)

Management has not been able to obtain the necessary information to present pro
forma amounts for the periods ended December 31, 2002 and September 30, 2002 as
required by generally accepted accounting principles. Management believes that
this information is not relevant as the merger with Absolute Waste Services,
Inc. was subsequently rescinded (see Note 13).

South Texas Recycling and Disposal, Inc. Asset Purchase

Effective April 1, 2003, Absolute entered into an Agreement for Purchase and
Sale of Assets with South Texas Recycling and Disposal, Inc. ("STRD") and its
shareholders whereby Absolute purchased the majority of the assets and assumed
the majority of the liabilities of STRD. In addition to the assumption of the
aforementioned liabilities, Absolute executed a promissory note in the aggregate
amount of $116,062 in complete consideration for the purchase.

Effective May 30, 2003, Absolute entered into an Assignment and Bill of Sale
with Waste Management of Texas, Inc. ("WMTI") whereby Absolute transferred
certain assets and customer contracts and lists to WMTI for $185,000 in complete
consideration for the sale. These assets and contact lists were acquired in the
STRD asset purchase.

After the sale of the assets and contact lists to WMTI, the net assets and
liabilities purchased from STRD were allocated as follows:

     Property and Equipment              $    127,830
     Other Intangible Assets                  153,785
     Long-Term Debt Assumed                  (192,461)

Generally accepted accounting principles requires unaudited pro forma data that
summarizes the results of operations for the current period and prior periods as
if the acquisition of STRD had been completed as of the beginning of the periods
presented. However, management has not been able to obtain the necessary
information to present the pro forma amounts. Management believes that this
information is not relevant as the merger with Absolute Waste Services, Inc. was
subsequently rescinded (see Note 13).

                                       46

<PAGE>
<TABLE>
<CAPTION>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


12.  Segment and Related Information

Effective January 1, 2003, the Company manages and evaluates their operations
primarily through two reportable segments: garbage and trash collection and
environmental services. Each reportable segment has its own manager and distinct
customer base and requires different strategic and marketing efforts. Prior to
January 1, 2003, the Company did not manage and evaluate the operations in this
manner.

The garbage and trash collection segment provide for the collection and disposal
of waste under contracts with municipalities, counties, individuals, and
commercial entities. The environmental segment provides hazardous waste
transportation, non-hazardous waste transportation and special waste
transportation for customers primarily in the petrochemical industry as well as
soil remediation, spill response, waste management, demolition and electrical
services. The environmental segment also provided disposal units to commercial
customers for the accumulation of waste during the first quarter of the period.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company evaluates profit or loss
before income taxes not including nonrecurring gains and losses. There are no
intersegment sales or transfers.

The following table represents the nine months ended September 30, 2003:

                                       Gross          Income        Deprec.
                                    Operating      (Loss) from        and          Capital        Total
                                     Revenues       Operations       Amort.        Expend.        Assets
                                   ------------------------------------------------------------------------
<S>                                <C>             <C>            <C>            <C>            <C>
Garbage and trash collection       $  2,625,339    $  (584,527)   $   287,778    $   591,805    $ 3,358,029
Environmental                         1,537,725        116,334         84,579        346,635      1,972,176
                                   ------------------------------------------------------------------------
Total Reportable Segments             4,163,064       (468,193)       372,357        938,440      5,330,205
Corporate                                  --         (218,258)          --             --             --
                                   -----------------------------------------------------------------------

Total                              $  4,163,064    $  (686,451)   $   372,357    $   938,440    $ 5,330,205
                                   ========================================================================

                                                     47
</TABLE>

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


13.  Subsequent Events

Purchase Agreement
Effective January 4, 2004 the Company entered into 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 stock.

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 it 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.

Reverse Stock Split
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.

14.  Prior Period Adjustment

The accompanying financial statements for December 31, 2002 have been restated
to correct an error in accounts receivable and interest receivable made in
December 31, 2001 and 2002. The effect of the restatement was to decrease income
for the period ended December 31, 2001 by $16,417, and in December 31, 2002 to
decrease income by $101,586 and decrease equity by $118,003. The tax effect on
this adjustment is approximately $23,600. Due to the immaterial effect of the
tax effect, the adjustment was not recorded.

                                       48

<PAGE>


                            Absolute Potential, Inc.
              (formerly known as Absolute Waste Services, Inc. and
                         ThermaCell Technologies, Inc.)

             Notes to Consolidated Financial Statements (continued)

    September 30, 2003, December 31, 2002, And September 30, 2002 (unaudited)


15.  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.

                                       49

<PAGE>


Item 8. Changes in and Disagreements With Accountants on Accounting and
-----------------------------------------------------------------------
Financial Disclosure
--------------------
None.

Item 8A. 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
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.

Item 8B.  Other Information.
----------------------------

None.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
----------------------------------------------------------------------
Compliance With Section 16(a) of the Exchange Act
-------------------------------------------------

The following table sets forth certain information regarding our sole director
and executive officer as of May 20, 2005.

================================================================================
Name                             Age      Position
--------------------------------------------------------------------------------
Thomas F. Duszynski.......       50       Chief Executive Officer,
                                          Chief Financial Officer and
                                          Director

Thomas F. Duszynski has been a director of our company since August 2003, and
our Chief Executive Officer and Chief Financial Officer since June 2004. Mr.
Duszynski was an officer and director of Absolute Waste Services, Inc. since the
merger with Absolute Industries, LLC. Mr. Duszynski has been a Principal of
Augustine Fund, L.P., a private equity investment firm and a major shareholder,
since 1997. Mr. Duszynski is also an executive officer and director of Berkshire
Asset Management, Inc., a public company.

                                       50

<PAGE>


Resignations of Directors and Officers
--------------------------------------
In connection with the rescission of the Merger in June 2004, James Wright,
William Davis and Donald Woods resigned as officers and directors of our
company.

Audit Committee
---------------
We do not have an Audit Committee, because we have only one director. Our Board
of Directors has determined that we do not have an "audit committee financial
expert", and we do not have sufficient resources to engage such a person to be a
member of our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Exchange Act requires executive officers and directors, and
persons who beneficially own more than 10% of any class of our equity securities
to file initial reports of ownership and reports of changes in ownership with
the Commission. Executive officers, directors and beneficial owners of more than
10% of any class of our equity securities are required by Commission regulations
to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
us under Rule 16a-3(d), and certain written representations from our sole
executive officer and director, we are aware of the following required reports
that have not been timely filed:

     o    a Form 4 by Augustine Fund, L.P., Augustine Capital Management, LLC,
          Thomas Duszynski, John Porter and Brian Porter to cover the issuance
          to PAC Funding, LLC of 5,000,000 shares of our common stock and to
          Augustine Fund, L.P. of 2,507,188 shares of our common stock in
          connection with the Plan;

     o    a Form 4 by Mr. Duszynski to cover the issuance to Mr. Duszynski of
          1,000,000 shares of our common stock in connection with the Merger;
          and

     o    a Form 4 by Mr. Duszynski to cover the return by Mr. Duszynski of
          1,000,000 shares of our common stock in connection with the rescission
          of the Merger.

Other than this, we are unaware of any other required reports that were not
timely filed. Since conducting the review, we have developed new procedures to
ensure improved compliance on an on-going basis, including compliance with the
requirements of the Sarbanes-Oxley Act.

Code of Ethics
--------------
We have adopted a code of ethics that applies to our Chief Executive Officer and
our Chief Financial Officer/Principal Accounting Officer. Our form code of
ethics is attached hereto as Exhibit 14.

Item 10.  Executive Compensation
--------------------------------

Our executive officer and director did not receive any compensation during the
years ended September 30, 2004 or 2003 and does not currently receive any
compensation.

Option Grants and Exercises
---------------------------
There were no executive officers' unexercised options at September 30, 2004. No
shares of common stock were acquired upon exercise of options during the fiscal
year ended September 30, 2004.

Employment Contracts.
---------------------
Our executive officer does not have an employment contract or similar
arrangement with us.

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
----------------------------------------------------------------------------
Related Stockholder Matters
---------------------------

The following table sets forth ownership information as of May 20, 2005 with
respect to (i) our sole director and executive officer and (ii) each person
known by us to be a beneficial owner of more than 5% of our outstanding voting

                                       51

<PAGE>


securities. Each share of common stock is entitled to one vote. The address of
each of the individuals or entities listed below is c/o us at 141 West Jackson
Boulevard, Suite 2182, Chicago, Illinois 60604.

       =========================================================================
                                               Amount and      Percentage of
                                               nature of        outstanding
                                               beneficial         voting
       Name                                   ownership (1)     securities (2)
       -------------------------------------------------------------------------
       Thomas F. Duszynski ............        54,976,438          90.9%
       Augustine Fund, L.P. (3)........        49,976,438          82.6%
       PAC Funding LLC (4).............         5,000,000           8.3%
       All executive officers and
       directors as a group (one
         person).......................        54,976,438          90.9%
       -------------------------------------------------------------------------

(1) Beneficial ownership is determined in accordance with the Rule 13d-3(a) of
    the Exchange Act, and generally includes voting or investment power with
    respect to securities. Pursuant to the rules and regulations of the
    Commission, shares of common stock that an individual or group has a right
    to acquire within 60 days pursuant to the exercise of options or warrants
    are deemed to be outstanding for the purposes of computing the percentage
    ownership of such individual or group, but are not deemed to be outstanding
    for the purposes of computing the percentage ownership of any other person
    shown in the table. Except as subject to community property laws, where
    applicable, the person named above has sole voting and investment power with
    respect to all shares of our common stock shown as beneficially owned by
    him.
(2) Applicable percentage of ownership as of May 20, 2005 is based on 60,469,250
    shares of common stock outstanding.
(3) Thomas F. Duszynski is a principal of Augustine Fund, L.P.
(4) Thomas F. Duszynski is a principal of Augustine Fund, L.P., which is a
    manager of PAC Funding LLC.

Securities Authorized for Issuance Under Equity Compensation Plans We do not
have any securities authorized for issuance under equity compensation plans.

Item 12. Certain Relationships and Related Transactions
-------------------------------------------------------

In connection with the Merger, in August 2003 we issued 1,000,000 shares of our
common stock to Thomas Duszynski, our sole officer and director and an affiliate
of Augustine Fund, L.P. and PAC Funding LLC, two of our shareholders, and we
also issued 4,000,000 shares of our common stock to Private Capital Group, Inc.,
an affiliate of Mr. Duszynski, Augustine Fund, L.P. and PAC Funding LLC.

In June 2004, we entered into an agreement with the former holders of membership
interests of Absolute Industries, LLC, pursuant to which the Merger was unwound.
In connection with the rescission of the Merger, James Wright, William Davis and
Donald Woods, who were then directors and officers of our company, agreed to
return to us all of the shares of our Series A convertible preferred stock
issued to them in the Merger, in consideration for the receipt of the stock of
Merger Sub. In addition, Mr. Duszynski returned to us the 1,000,000 shares of
our common stock issued to him in connection with the Merger, and Private
Capital Group, Inc. returned to us the 4,000,000 shares of our common stock
issued to that entity in connection with the Merger.

In May 2005, we entered into a Conversion Agreement with Augustine Fund, L.P.,
one of our shareholders. Pursuant to the Conversion Agreement, we issued to
Augustine Fund, L.P. 47,469,250 shares of our common stock at a price of $0.004
per share, for the settlement of advances made to us by Augustine Fund, L.P.
totaling $189,877 as of March 31, 2005. In addition, we agreed to issue to
Augustine Fund, L.P. additional shares of common stock at a price of $0.004 per
share in consideration for additional advances made to us, including advances to
fund the preparation and filing of our securities filings with the Commission
and related matters. The per share price of $0.004 was an agreed price between
the parties.

Item 13. Exhibits
-----------------

The following are being filed as part of this Annual Report on Form 10-KSB:
1.Financial Statements
----------------------
See the Index to Financial Statements which appears on Page F-1 hereof.

2. Financial Statement Schedules
--------------------------------
None.

3. Exhibits
-----------
Exhibit 2 - Plan of Reorganization dated February 25, 2002 (incorporated by
reference to Exhibit 2 to Form 8-K filed September 16, 2002)

                                       52

<PAGE>


Exhibit 10.1 - Mutual Settlement Agreement dated June 3, 2004 by and among
Absolute Waste Services, Inc., Absolute Waste Acquisitions, Inc., PAC Funding,
LLC and the former holders of membership interests of Absolute Industries, LLC
(incorporated by reference to Exhibit A to Schedule 14C filed July 14, 2004)
Exhibit 10.2 - Conversion Agreement dated May 19, 2005 by and between Absolute
Waste Services, Inc. and Augustine Fund, L.P.

Exhibit 14 - Form of Code of Ethics

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

Item 14. Principal Accountant Fees and Services
-----------------------------------------------

Our independent registered public accounting firm is Pender Newkirk and Company.

Audit Fees
----------
Fees for audit services totaled $37,041 in 2003 and $35,407 in 2002, including
fees associated with the annual audit, the reviews of our quarterly reports on
Form 10-QSB, and services in connection with Commission filings.

Audit-Related Fees
------------------
Fees for audit related services were $0 for 2004 and 2003.

Tax Fees
--------
Fees for tax services, including tax compliance and tax advice, totaled $0 in
2004 and 2003.

All Other Fees
--------------
Fees for all other services not included above were $0 for 2004 and 2003.

Effective May 6, 2003, the Commission adopted rules that require that before
Pender Newkirk and Company is engaged by us or our subsidiaries to render any
auditing or permitted non-audit related service, the engagement be:

     o    approved by our audit committee; or
     o    entered into pursuant to pre-approval policies and procedures
          established by the audit committee, provided the policies and
          procedures are detailed as to the particular service, the audit
          committee is informed of each service, and such policies and
          procedures do not include delegation of the audit committee's
          responsibilities to management.

The audit committee (or, in our case, the Board of Directors) requires advance
approval of all audit, audit-related, tax, and other services performed by the
independent auditor. Unless the specific service has been previously
pre-approved with respect to that year, the audit committee (or, in lieu
thereof, the Board of Directors) must approve the permitted service before the
independent auditor is engaged to perform it. Our sole director has approved the
performance of services by the independent auditors. For 2004, the sole director
approved 100% of the fees incurred.

Our sole director has considered the nature and amount of the fees billed by
Pender Newkirk and Company, and believes that the provision of the services for
activities unrelated to the audit is compatible with maintaining the
independence of Pender Newkirk and Company.

                                       53

<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 WASTE SERVICES, INC.
                                            (Registrant)


 Date:  February 6, 2006                    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)

                                       54