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

                                  FORM 10-KSB/A

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

                 For the annual period ended September 30, 2004

[ ] 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.
                       F/K/A THERMACELL TECHNOLOGIES, 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 [ ] NO [X]

     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: [ ]

<PAGE>


     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 604,693 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]

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, 2004,
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 the review of the Original report.

                                       2

<PAGE>


                                      INDEX

                                                                            Page
                                                                            ----
PART I

Item 1.  Description of Business                                              3

Item 2.  Description of Property                                              6

Item 3.  Legal Proceedings                                                    6

Item 4.  Submission of Matters to a Vote of Security Holders                  6

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters             7

Item 6.  Management's Plan of Operation                                       7

Item 7.  Consolidated Financial Statements                                    14

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure                                                 15

Item 8A. Controls and Procedures                                              15

Item 8B. Other Information                                                    15

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act.                   15

Item 10. Executive Compensation                                               16

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters                                          17

Item 12. Certain Relationships and Related Transactions                       17

Item 13. Exhibits                                                             17

Item 14. Principal Accountant Fees and Services                               18

Signatures                                                                    19


                                      -i-

<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, 2004, 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
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.

                                       3

<PAGE>


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
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.

                                       4

<PAGE>


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.

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.

                                       5

<PAGE>


Pursuant to regulations promulgated under the Exchange Act, we will be required
to obtain and file with the Commission audited consolidated 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
consolidated 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.

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

                                       6

<PAGE>


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 604,693 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

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 100,000 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,
70,000 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 474,469 shares of our common stock.

Redemption of Stock in Connection With Unwinding of the Merger
--------------------------------------------------------------
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, 70,000 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.

Item 6. Management's Plan of Operation
--------------------------------------
We are restating our consolidated financial statements for the fiscal years
ended September 30, 2003 and 2004 to add information related to the unwinding of
the Merger. For further discussion, see the Notes to Consolidated Financial
Statements included in "Item 7. Consolidated Financial Statements."

                                       7

<PAGE>


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, 2004, 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.

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.

                                       8

<PAGE>


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
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 consolidated 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.

                                       9

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

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

Significant Transactions
------------------------
In June 2004, we and the former members of Absolute Industries, LLC agreed to
unwind the effects of the Merger, for each party to return the other party the
consideration received in connection with the Merger, and to release each other
from all claims relating to the Merger Agreement and the Merger. In connection
with this transaction, all of the issued and outstanding stock of the Merger Sub
was transferred to the former members of Absolute Industries, LLC.

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

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
consolidated 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 consolidated financial
statements cannot be obtained for the target business. Additionally, our
management will provide shareholders with audited consolidated financial
statements, prepared in accordance with generally accepted accounting

                                       10
<PAGE>

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
consolidated 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 $115,629, 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 consolidated 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.

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 consolidated 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 consolidated 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.

                                       11

<PAGE>


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
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, 604,693 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,
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

                                       12

<PAGE>


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 consolidated 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.

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.

                                       13

<PAGE>


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.

Item 7. Consolidated Financial Statements
-----------------------------------------
                                                                     Page
                                                                     ----

     Report of Independent Registered Account Firm                   F-1

     Balance Sheet -
              September 30, 2004                                     F-2

     Consolidated Statement of Operations -
              For the year ending September 30, 2004 and 2003        F-3

     Consolidated Statements of Changes in Stockholders' Deficit
              For the year ending September 30, 2004 and 2003        F-4

     Consolidated Statements of Cash Flows                           F-5 - F-6

     Notes to Consolidated Financial Statements                      F-7 - F-12

                                       14

<PAGE>


         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 balance sheet of Absolute Potential, Inc.
(f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.) as of
September 30, 2004 and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the years then ended
September 30, 2004 and 2003. These consolidated financial statements are the
responsibility of the management of Absolute Potential, Inc. (f/k/a Absolute
Waste Services, Inc. and Thermacell Technologies, Inc.). Our responsibility is
to express an opinion on these consolidated financial statements based on our
audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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 financial statement
presentation. We believe that our audits provide 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 Absolute Potential,
Inc. (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.) as
of September 30, 2004 and the results of its operations and its cash flows for
the year ended September 30, 2004 and 2003 in conformity with United States
generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the company will continue as a going concern. As discussed in Note 2, the
Company incurred a net loss of $661,637 during the year ended September 30, 2004
and has accumulated deficit of $962,882 from inception to September 30, 2004.
These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

The Company has restated their consolidated financial statements to add
information related to the Merger with Absolute Industries, LLC for the period
from the effective date of the Merger through the date the Merger was unwound.


/s/  Pender Newkirk & Company LLP
-----------------------------------
     Pender Newkirk & Company LLP
     Certified Public Accountants
     Tampa, Florida
     May 20, 2005 Except for the third paragraph of Note 1 and Note 10,
     as to which the date is March 20, 2007

                                       F-1

<PAGE>


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


Assets
Current assets:                                                       $      --
                                                                      ---------
         Cash                                                                --
                                                                      =========

Liabilities and Stockholders' Deficit

Current Liabilities:
         Accounts Payable                                             $ 134,255
         Accrued payroll taxes                                          245,812
                                                                      ---------

Total current liabilities                                               380,067
                                                                      ---------

Long Term Liabilities                                                   147,260

Stockholders' deficit:
         Common stock; $ 0001 par value; 150,000 shares authorized;
         130,000 shares issued and shares outstanding
                                                                             13
         Preferred stock; $ .001 par value; 50,000,000 authorized;
           No shares issued or outstanding
         Additional paid-in capital
                                                                       (104,441)
         Common stock payable                                           539,983
         Accumulated deficit
                                                                       (962,882)
                                                                      ---------

Total stockholders' deficit
                                                                       (527,327)

                                                                      $    --
                                                                      =========


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

                                       F-2

<PAGE>
<TABLE>
<CAPTION>


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



                                                                Year Ended September 30
                                                                ----------------------
                                                                  2004         2003
                                                                ---------    ---------
<S>                                                             <C>          <C>
Operating Revenues                                              $      --    $      --
                                                                ---------    ---------

Operating Expenses                                                     --           --
Selling, general and administrative                                63,664      199,530
Depreciation and amortization                                          --           --
                                                                ---------    ---------
                                                                   63,664      199,530
Other Income (Expense)

Interest expense                                                       --           --
Other income (expense)                                                 --           --
Gain (loss) on Sale of Assets                                          --           --
                                                                ---------    ---------
Loss from continuing operations before income tax                 (63,664)    (199,530)

Income tax (expense) benefit
Current                                                                --           --
Deferred                                                               --           --
                                                                ---------    ---------
Loss from continuing operations                                   (63,664)    (199,530)

Income (loss) (net of tax) from discontinued operations          (766,759)    (542,219)
Gain (net of tax) from disposition of discontinued operations     168,786           --
                                                                ---------    ---------

Loss from discontinued operations                                (597,773)    (542,219)
                                                                ---------    ---------

Net income (loss)                                                (661,137)    (741,749)
                                                                =========    =========

Loss per share from continuing operations                            (.17)       (1.00)
                                                                =========    =========

Loss per share from discontinued operations                         (1.55)       (2.71)
                                                                =========    =========

Net loss per share                                                  (1.72)       (3.71)
                                                                =========    =========

Weighted average number of common shares outstanding              385,397      200,000
                                                                =========    =========


See notes to consolidated financial statements

                                           F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                Absolute Potential, Inc.
         (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
               Consolidated Statements of Changes in Stockholders' Deficit
                     For the Year Ending September 30, 2003 and 2004



                                     Series A
                               Common Preferred Stock                  Common Stock
                           ----------------------------    ----------------------------
                            Number of                       Number of
                              Shares          Amount          Shares          Amount
                           ------------    ------------    ------------    ------------
<S>                        <C>             <C>             <C>             <C>
Balance
     September 30, 2002      27,000,000          27,000       1,000,000    $        100


Stock issued in merger
Bankruptcy plan                      --              --       9,000,000             900

Stock issued in merger
And not retrieved                    --              --       3,000,000             300

Net loss for the year                --              --              --              --
                           ------------    ------------    ------------    ------------

Balance
     September 30, 2003      27,000,000          27,000         200,000              20


Common stock issued                  --              --         500,000              50

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

Common stock redeemed                --              --        (570,000)            (57)

Net loss for the year                --              --              --              --
                           ------------    ------------    ------------    ------------

Balance
     September 30, 2004              --              --         130,000    $         13
                           ============    ============    ============    ============


                                          F-4

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                Absolute Potential, Inc.
         (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
               Consolidated Statements of Changes in Stockholders' Deficit
                     For the Year Ending September 30, 2003 and 2004
                                       (Continued)



                            Additional
                              Paid-in        Common        Accumulated
                              Capital     Stock Payable      Deficit          Total
                           ------------    ------------    ------------    ------------
<S>                        <C>             <C>             <C>             <C>
Balance
     September 30, 2002    $ 12,525,213    $  4,165,954    $(16,985,403)   $   (294,136)


Stock issued in merger
Bankruptcy plan               3,625,071      (3,625,971)             --              --

Stock issued in merger
And not retrieved                29,700              --              --          30,000

Net loss for the year                --              --        (199,530)       (199,530)
                           ------------    ------------    ------------    ------------

Balance
     September 30, 2003        (102,523)        539,983        (301,245)   $    163,235


Common stock issued              13,700              --              --          13,750

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

Common stock redeemed           (15,618)             --              --         (15,675)

Net loss for the year                --              --        (661,637)       (661,637)
                           ------------    ------------    ------------    ------------

Balance
     September 30, 2004        (104,441)        539,983        (962,882)   $   (527,327)
                           ============    ============    ============    ============


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

                                       F-4(Con't)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                Absolute Potential, Inc.
         (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
                          Consolidated Statements of Cash Flows



                                                             Year Ended September 30
                                                               2004           2003
                                                            -----------    -----------
<S>                                                         <C>            <C>
Cash Flows from Operating Activities
Net Income (Loss)                                           $  (661,637)   $  (741,749)

Adjustments to Reconcile Net Loss to Net Cash Provided by
    Operating Activities:

         (Gain) Loss on Sale of Property and Equipment           (7,360)            --
         Gain on disposition of discontinued operations        (168,789)            --
         Provision for Bad Debts                                 31,206        564,398
         Depreciation and Amortization                          422,028        372,357
         Amortization of deferred revenue                            --       (103,270)
         Deferred Federal Income Tax                             (3,909)      (158,092)
Changes in Operating Assets and Liabilities:
         Accounts Receivables                                  (668,195)        84,804
         Related Party Receivables                              167,606        (44,681)
         Prepaid Expenses and Other Assets                     (394,522)       (62,808)
         Accounts Payable                                     1,257,848         19,126
         Related Party Payables                                 (30,270)        51,225
         Deferred Revenue                                        44,886        (44,660)
         Accrued Expenses                                       184,137        357,656
                                                            -----------    -----------

Net Cash Provided by Operating Activities                       173,029        294,306

Cash Flows for Investing Activities:
         Proceeds from Sale of Property and Equipment            69,693        145,500
         Purchase of Property and Equipment                    (603,890)    (1,225,557)
         Related Party Advance                                       --       (167,942)
         Proceeds From Distribution                                  --        156,200
         Purchase of Intangible Asset                          (352,000)            --
                                                            -----------    -----------

Net Cash Used by Investing Activities                          (886,197)    (1,096,799)

Cash Flows from Financing Activities:
         Net Proceeds from Line of Credit                        82,067             --
         Bank Overdraft                                          95,030         (6,305)
         Issuance of Member Interest                                 --         18,769
         Principal Payments of Long-Term Debt                  (918,838)    (2,063,181)
         Proceeds from Long-Term Debt                         1,440,158      2,861,255
                                                            -----------    -----------

Net Cash Provided by Financing Activities                       698,417        810,538

Cash Distributed to Discontinued Operations                      (1,730)           131

Net Increase in Cash and Cash Equivalents                       (16,481)        13,176
Cash and Cash Equivalents, Beginning of Period              $    16,481          3,305
                                                            ===========    ===========

Cash and Cash Equivalents, End of Period                    $         0         16,481
                                                            ===========    ===========

Supplemental Disclosures:
Cash Paid for Interest                                      $   190,763    $   266,241
                                                            ===========    ===========


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

                                           F-5

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                          Absolute Potential, Inc.
                   (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
                                    Consolidated Statements of Cash Flows



                                                                                Year Ended       Year Ended
                                                                               September 30     September 30
                                                                                   2004             2003
                                                                                 --------        ----------
<S>                                                                              <C>             <C>
Non-Cash Transactions:
         Intangible Assets Received for Stock                                      13,750            --

         American Ecology Settlement Agreement
            Long-Term Debt issued for Member Interest                                               (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 if 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 Contributions                            37,717



Property and Equipment Acquired through supplemental disclosure of cash flow
information:

          During the year ended September 30, 2003, the company issued 9,000,000
shares of common stock as outlined in the plan or reorganization.

          During the year ended September 30, 2003, the company issued
27,000,000 shares of preferred stock and 100,000 shares of common stock in
association with a merger. This merger was rescinded ab initio and the preferred
stock and 70,000 shares of the common stock have been returned. A consulting
expense in the amount of $30,000 for the 3 million shares retained was recorded
as of September 30, 2003.

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

              Sale of Absolute Industries, LLC

              Cash and current assets                   $  1,824,296
              Property Plant and Equipment                 3,214,614
              Intangible and other assets                  1,625,733
              Liabilities                                 (6,990,757)
              Equity redeemed                                (42,675)

              Gain on discontinued operation            $   (168,789)


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

                                         F-6

</TABLE>

<PAGE>


                            Absolute Potential, Inc.
     (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
                   Notes to Consolidated Financial Statements
                     Years Ended September 30, 2004 and 2003


1.       Background Information

Absolute Potential, Inc. (f/k/a Absolute Waste Services, Inc. and Thermacell
Technologies, Inc.) (the "Company" or "Absolute") is a Florida corporation that
was incorporated on August 12, 1993. On July 31, 2003 the Company changed its
name to Absolute Waste Services, Inc. pending a merger described in Note 7.

The Company has operated as a debtor-in-possession under Chapter 11 of the
United States Code (the "Bankruptcy Code") from November 2001 through August
2002. Absolute's Plan of Reorganization filed with the United States Bankruptcy
Court was approved effective August 30, 2002 (See Note 2.) The Company has no
current operations.

We have restated our consolidated financial states to add information related to
the Merger with Absolute Industries, LLC for the period from the effective date
of the Merger through the date the Merger was unwound.

2.       Merger and Rescission

On July 2, 2003, through a wholly owned subsidiary ("Merger Sub"), entered into
an Agreement and Plan of Merger with Absolute Industries LLC ("Industries"),
which was approved by the Boards of Directors of each entity On August 23, 2003,
the Company, Industries merged with and into Merger Sub. with Merger Sub being
the surviving entity (the "Merger") Prior to the Merger, the Company had
10,000,000 common shares outstanding that were approved for issuance under the
Plan of Reorganization, which was confirmed by the United States Bankruptcy
Court for the Middle District of Florida in August, 2002.

In connection with the Merger, an additional 100,000 shares of new restricted
stock were issued. In accordance with the Merger Agreement, 100 percent of the
equity interests of industries were exchanged for 27,000,000 of the Company's
Class A Convertible Preferred Stock. Each share of Class A Convertible Preferred
Stock is convertible into one share of common stock and is entitled to three
votes.

In June 2004, the Board of Directors of the Company and the majority of the
Company's shareholders, by written consent, determined that as a result of
breaches of the Merger Agreement, it was equitable and appropriate to rescind
the Merger Agreement and terminate the Merger ab initio. The Company and certain
of its shareholders entered into a Mutual Termination Agreement (the "Settlement
Agreement") rescinding the Merger. Under the terms of the Settlement Agreement,
all related documents and agreements were cancelled and rescinded and rendered
null and void for all purposes. The former Industries members agreed to
surrender all share of stock of Absolute owned by them for cancellation. The
Company agreed to distribute and assign to Industries members or their designees
all shares of Merger Sub. All preferred shares and 7 million shares of common
stock issued in connection with the Merger have been returned to the Company.

3.       Financial Restructuring, Bankruptcy Plan, and Going Concern
         Considerations

In November 2001, the Company filed a voluntary petition for reorganization
under Chapter 11 of the United States Bankruptcy Code with the United States
Bankruptcy Court. On August 30, 2002, the United States Bankruptcy Court for the
Middle District of Florida, Tampa Division, Case Number 01-20854-8G1 issued an
order confirming Absolute's Plan of Reorganization under Chapter 11 of the
Bankruptcy Code dated as of February 25, 2002 (the "Plan of Reorganization").

The key elements of the Plan of Reorganization were as follows:

-        The Plan of Reorganization provided for the issuance or reservation for
         future issuance of ten million (10,000,000) new shares of Absolute
         common stock in the aggregate. Previously issued shares of Absolute
         common stock were cancelled and replaced by the new shares authorized
         under the Plan of Reorganization.

                                      F-7

<PAGE>


                            Absolute Potential, Inc.
     (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
                   Notes to Consolidated Financial Statements
                     Years Ended September 30, 2004 and 2003


-        Pac Funding, LLC, a Florida limited liability company ("Pac"), whose
         members are Augustine Capital Funding, L.P. and Private Capital Group
         was entitled to 5,000,000 new common shares pursuant to the Plan of
         Reorganization. Pac was the debtor-in-possession funding source and
         supplied funds necessary to operate the business while it was a
         debtor-in-possession and avoid liquidation.

-        General unsecured creditor's and unsecured claims pursuant to the Plan
         of Reorganization were entitled to 4,000,000 new Absolute common
         shares.

-        The existing shareholders of Absolute were entitled to 1,000,000 new
         Absolute common shares pursuant to the Plan of Reorganization. As of
         August 30, 2002, there were approximately 13,000,000 shares of Absolute
         common stock outstanding. Thus, pursuant to the Plan of Reorganization
         and action by the board of directors existing Absolute common
         stockholders would be entitled to one (1) new Absolute common share for
         every 13,034 Absolute common shares previously held. Subject to
         adjustment for the actual number of shares outstanding as of August 30,
         2002, pursuant to records maintained by the transfer agent and
         Absolute.

-        All debts, claims or demands that arose before the date of the Plan of
         Reorganization's confirmation were discharged, except for priority tax
         claims and certain administrative claims Priority tax claims were paid
         over a six (6) year period from the date of assessment. The IRS made a
         claim for approximately $195,000. (Include a summary of the current
         status of these amounts?) In addition, Absolute was obligated for
         administrative claims payable to the government, lawyers and
         accountants estimated at over $100,000.

The reorganization resulted in an extraordinary gain of $569,784 from the
discharge of certain liabilities based on the original cost which gain was
recognized during the year ended September 30, 2002.

In August 2003, the board of directors amended the articles of incorporation to
increase the authorized shares of voting common stock to 150,000,000 at $0.0001
par value and to authorize 50,000,000 shares of preferred stock at $0.001 par
value, with rights and terms to be determined by the board from time to time.

The accompanying consolidated financial statements have been prepared on a going
concern basis that contemplates the realization of assets and liabilities. In
the ordinary course of business, operating losses have been incurred each year
since inception, resulting in accumulated deficit of $962,882 and negative
working capital of $380,067 as of September 30, 2004 and total liabilities
exceeding total assets by $527,327 as of September 30, 2004. Currently, the
Company has been provided working capital by a shareholder and is seeking a
merger with an operating company. However, these conditions raise substantial
doubt about the Company's ability to continue as a going concern. The
consolidated financial statements of the Company do not include any adjustments
relating to the recoverability of liabilities that might be necessary should the
Company be unable to continue as a going concern.

4.       Significant Accounting Policies

The significant accounting policies followed are:

         The preparation of consolidated financial statements in conformity with
         accounting principles generally accepted in the United States of
         America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities at the date of the consolidated
         financial statements and the reported amounts of revenues and expenses
         during the reporting period. Actual results could differ from those
         estimates. The estimated fair value of the Company's liabilities
         approximated their carrying value at year-end.

         Basic 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 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.

                                      F-8

<PAGE>


                            Absolute Potential, Inc.
     (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
                   Notes to Consolidated Financial Statements
                     Years Ended September 30, 2004 and 2003


         The Company has issued and may issue stock in lieu of cash for certain
         transactions. The fair value of the stock, which is based on comparable
         cash purchases or the value of services, whichever is more readily
         determinable is used to value the transaction.

         The Company records the receipt of payment for common stock that has
         not been issued to the stockholder as a common stock payable in the
         consolidated financial statements.

         The Company follows 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 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, the
         Company estimates 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
         consolidated 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.

5.       Recently Issued Accounting Pronouncements

         In June 2002, the Financial Accounting Standards Board issued SFAS No.
         146, "Accounting for Costs Associated with Exit or Disposal
         Activities." SFAS No. 146 provides direction for accounting and
         disclosure regarding specific costs related to an exit or disposal
         activity. These include, but are not limited to costs to terminate a
         contract that is not a capital lease costs to consolidate facilities or
         relocate employees, and certain termination benefits provided to
         employees that are involuntarily terminated under the terms of a
         one-time benefit arrangement. The adoption of SFAS No 146 will not have
         an impact on the Company's financial position or results of operations.

         In December 2002, the Financial Accounting Standards Board issued SFAS
         No. 148, "Accounting for Stock-Based Compensation - Transition and
         Disclosure - an Amendment of SFAS No. 123 " SFAS No. 148 provides
         additional transition guidance for those entities that elect to
         voluntarily adopt the provisions of SFAS No. 123. Furthermore, SFAS No.
         148 mandates new disclosures in both interim and year-end consolidated
         financial statements. The adoption of SFAS No. 148 will not have an
         impact on the Company's financial position or results of operations.

         In January 2003, the Financial Accounting Standards Board (FASB) issued
         Interpretation No 46, "Consolidation of Variable Interest Entities, an
         Interpretation of Accounting Research Bulletin No. 51" (the
         "Interpretation"). The Interpretation requires the consolidation of
         variable interest entities in which an enterprise absorbs a majority of
         the entity's expected losses, receives a majority of the entity's
         expected residual returns, or both, as a result of ownership,
         contractual, or other financial interests in the entity. Currently,
         entities are generally consolidated by an enterprise that has
         controlling financial interest through ownership of a majority voting
         interest in the entity. The Interpretation was originally immediately
         effective for variable interest entities created after January 31,
         2003, and effective in the fourth quarter of the Company's fiscal 2003
         for those created prior to February 1, 2003. However, in October 2003,
         the FASB deferred the effective date for those variable interest
         entities created prior to February 1, 2003, until the Company's first
         quarter of fiscal 2004. The Company has substantially completed the
         process of evaluating this interpretation and believes its adoption
         will not have a material impact on its consolidated financial
         statements.

                                      F-9

<PAGE>


                            Absolute Potential, Inc.
     (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
                   Notes to Consolidated Financial Statements
                     Years Ended September 30, 2004 and 2003



         In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
         Financial Instruments with Characteristics of Both Liabilities and
         Equity." This statement establishes standards for how an issuer
         classifies and measures certain financial instruments with
         characteristics of both liabilities and equity. This statement is
         effective for financial instruments entered into or modified after May
         31, 2003 and pre-existing instruments as of the beginning of the first
         interim period that commences after June 15, 2003, except for
         mandatorily redeemable financial instruments. Mandatorily redeemable
         financial instruments are subject to the provisions of this statement
         beginning on January 1, 2004 The Company has not entered into or
         modified any financial instruments subsequent to May 31, 2003 affected
         by this statement. We do not expect the adoption of this statement will
         have a material impact on our financial condition or results of
         operations.

         In November 2004, the Financial Accounting Standards Board issued
         statement of Financial Accounting Standard No. 151, "Inventory Costs".
         The new Statement amends Accounting Research Bulletin No. 43. Chapter
         4. "Inventory Pricing:" to clarify the accounting for abnormal amounts
         of idle facility expense, freight, handling costs, and wasted material.
         This Statement requires that those items be recognized as
         current-period charges and requires that allocation of fixed production
         overheads to the cost of conversion be based on the normal capacity of
         the production facilities. This statement is effective for fiscal years
         beginning after June 15: 2005. We do not expect adoption of this
         statement to have a material impact on our financial condition or
         results of operations.

         In December 2004, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 123 (revised 2004).
         Share-Based Payment. This Statement replaces FASB Statement No. 123 and
         supersedes APB Opinion No. 25. Statement No. 123(R) will require the
         fair value of all stock option awards issued to employees to be
         recorded as an expense over the related vesting period. The Statement
         also requires the recognition of compensation expense for the fair
         value of any unvested stock option awards outstanding at the date of
         adoption. We are evaluating these new rules, but expect no material
         impact upon adoption relating to outstanding options since a majority
         of the awards under the existing incentive stock option plan will be
         fully vested prior to the effective date of the revised rules.

6.       Related Party Transactions

         The following transactions were authorized in August 2002 and completed
in August 2003.

                  Pac Funding, LLC whose members are Augustine Capital Fund, L.
                  P., the Company's majority shareholder and Private Capital
                  Group, Inc., a firm controlled by the wife of the Chairman of
                  the Company's Board of Directors (to be reviewed) were issued
                  5,000,000 new common shares pursuant to the Plan of
                  Reorganization. Pac was the debtor-in-possession funding
                  source and supplied funds necessary to operate the business
                  while it was a debtor-in-possession and avoid liquidation.

                  Pursuant to the Plan of Reorganization, Augustine Capital
                  Fund. L.P. was issued 1,967,292 shares of the Company's common
                  stock for claims for notes payable and accrued interest that
                  amounted to $1,958.341.

                  Pursuant to the Plan of Reorganization, Private Capital Group,
                  Inc. was issued 217,293 shares of the Company's common stock
                  for claims for accrued expenses that amounted to $40,000.

                  Pursuant to the Plan of Reorganization, TA Holdings, LLC, a
                  firm controlled by the wife of the Chairman of the Company's
                  Board of Directors was issued 135,923 shares of the Company's
                  common stock for claims for notes payable and accrued interest
                  that amounted to $460,403.

                                      F-10

<PAGE>
<TABLE>
<CAPTION>


                            Absolute Potential, Inc.
     (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
                   Notes to Consolidated Financial Statements
                     Years Ended September 30, 2004 and 2003


                  Pursuant to the Plan of Reorganization, PAMG, LLC. a
                  shareholder of the Company was issued 232,904 shares of the
                  Company's common stock for claims for common stock payables
                  that amounted to $105,500.

                  During the years ended September 30, 2004 and 2003, Augustine
                  Fund, L.P funded the operations of the company in the amount
                  of $30,200 and $117,061 respectively.

                  Subsequent to the balance sheet date, Augustine Fund. L P .
                  the major shareholder and funding source for the company,
                  converted its loan to the company to common stock. At the time
                  of the conversion, May 2005, the loan amount was $189,877.
                  This loan was converted to 474,692 shares of common stock.
                  This conversion was effected at a value of $0.004 per share.
                  The agreement allows for further conversion of any additional
                  funds advanced at the same rate on a quarterly basis. Due to
                  the subsequent conversion to equity, the shareholder loan is
                  shown as a long-term liability on the balance sheet.

The above transactions are not necessarily indicative of the transactions that
would have been entered into had comparable transactions been entered into with
independent parties.

7.       Income Taxes

The Company has net operating loss carryforwards of approximately $16,600,000,
at September 30, 2004. Annual utilization of the Company's net operating loss
carryforwards will be limited due to a change in ownership control of the
company's common stock which took place in 2001. Under federal tax law, this
change in ownership of the Company will significantly restrict future
utilization of the net operating loss carryforwards. Other than the net
operating losses which have been limited because of the change in ownership as
described above, any other net operating losses will expire in 2009 through
2022.

A valuation allowance is required by FASB Statement No 109 if, based on the
weight of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. The need for the valuation allowance
is evaluated periodically by management. Based on available evidence, management
concluded that valuation allowances of 100 percent for September 30, 2004 and
2002 were necessary. Significant components of the Company's net deferred tax
assets are as follows:

                                                              2004                 2003

                                                          -----------          -----------
<S>                                                       <C>                  <C>
Tax benefit of net operating loss                         $ 6,557,000          $ 6,517,522
Less valuation allowance                                    6,557,000            6,517,522
                                                          -----------          -----------
                                                          $         0          $         0
                                                          ===========          ===========


The Company's deferred income tax provisions include the following components:

                                                              2004                 2003

                                                          ------------         ------------
Future net operating loss deductions                      $      6,000         $     79,000
Change in allowance valuation for tax benefit of net            (6,000)              79,000
operating loss
                                                          ------------         ------------

                                                          $          0         $          0
                                                          ============         ============

                                            F-11

</TABLE>

<PAGE>


                            Absolute Potential, Inc.
     (f/k/a Absolute Waste Services, Inc. and Thermacell Technologies, Inc.)
                   Notes to Consolidated Financial Statements
                     Years Ended September 30, 2004 and 2003


A reconciliation of the income tax benefit computed at the federal statutory
rate and the Company's effective rate are as follows:

                                              2004                  2003
                                       -------------------    ------------------

Federal statutory rate                 $   5,000    34%       $  68,000      34%
Adjustments, primarily state
   income taxes                            1,000    5.5
Change in allowance valuation for                                11,000      5.5
    tax benefit of net
    operating loss                        (6,000)  39.5
                                       -------------------    ------------------
                                       $       0     0%       $       0       0%
                                       ===================    ==================


The Company's effective income tax rate is lower than what would be expected if
the federal statutory rate were applied to income from continuing operations
primarily because of expenses deducted for financial reporting purposes that are
not deductible for tax purposes and the effects of using the surtax exemption

8.       Stockholders' Equity

Atlas was sold pursuant to a Stock Purchase Agreement to Great Lakes Oil and
Gas. Inc on September 30, 2002. The Company agreed to issued 50,000 of its
common stock as consideration for the sale. This stock is payable as of
September 30, 2004 and 2003.

9.       Payroll Taxes

As of Sept 30, 2004 the Company is delinquent in prior period payroll taxes,
penalties and interest in the amount of $245,812. The Company currently does not
have an agreement with the Internal Revenue Service for payment of this
liability.

10.      Subsequent Events

Reverse Stock Split

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

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

                                      F-12

<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.

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 Potential, 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.

                                       15

<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 of 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.

                                       16

<PAGE>
<TABLE>
<CAPTION>



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
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 nature of        Percentage of outstanding
       Name                                                        beneficial ownership (1)        voting securities (2)
       -----------------------------------------------------------------------------------------------------------------------
       <S>                                                                 <C>                            <C>
       Thomas F. Duszynski ....................................            54,976                         90.9%
       Augustine Fund, L.P. (3)................................            49,976                         82.6%
       PAC Funding LLC (4).....................................             5,000                          8.3%
       All executive officers and directors as a group (one
         person)...............................................            54,976                         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 effects of the
Merger were 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.Consolidated Financial Statements
-----------------------------------
See the Index to Consolidated Financial Statements which appears on Page F-1
hereof.

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

                                       17
</TABLE>

<PAGE>


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)

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. (incorporated by reference to
Exhibit 10.2 to Form 10-KSB filed May 20, 2005)

Exhibit 14 - Form of Code of Ethics (incorporated by reference to Exhibit 10.2
to Form 10-KSB filed May 20, 2005)

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 $19,609 in 2004 and $37,041 in 2003, 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.

                                       18

<PAGE>


                                   SIGNATURES

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

ABSOLUTE POTENTIAL, INC.
(Registrant)


By:  /s/  Thomas F. Duszynski                             Date:  March 20, 2007
   ------------------------------------
          Thomas F. Duszynski
          Chief Executive Officer,
          Chief Financial Officer and
          Director
          (Principal Executive Officer and
          Principal Financial and Accounting Officer)

                                       19