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

                                   FORM 10-KSB

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

                 For the annual period ended September 30, 2005

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

          For the transition period from              to
                                         ------------    -------------

                         COMMISSION FILE NUMBER: 0-21279
                                                ---------

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


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

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


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


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

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

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

     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: [ ]

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

     As of May 29, 2007, 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 [ ]

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

     As of May 29, 2007, the registrant had approximately 604,693 post-split
shares of common stock,$.0001 par value, issued and outstanding.

Documents incorporated by reference: None.

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

<PAGE>


                                      INDEX

                                     PART I
                                                                          Page
                                                                         ------
Item 1.  Description of Business                                            2

Item 2.  Description of Property                                            7

Item 3.  Legal Proceedings                                                  7

Item 4.  Submission of Matters to a Vote of Security Holders                7

                                     PART II

Item 5.  Market for Common Equity, Related Stockholder Matters, and
         Small Business Issuer Purchases of Equity Securities               8

Item 6.  Management's Plan of Operation                                     9

Item 7.  Financial Statements                                              20

Item 8.  Changes In and Disagreements With Accountants on
         Accounting and Financial Disclosure                               21

Item 8A. Controls and Procedures                                           21

Item 8B. Other Information                                                 22

                                    PART III

Item 9.  Directors, Executive Officers, Promoters, Control Persons,
         and Corporate Governance; Compliance With Section 16(a) of
         the Exchange Act                                                  22

Item 10. Executive Compensation                                            23

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                   23

Item 12. Certain Relationships and Related Transactions                    24

Item 13. Exhibits                                                          25

Item 14. Principal Accountant Fees and Services                            25

Signatures                                                                 27

                                        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 to the
other party the consideration received in connection with the Merger, and to
release each other from all claims relating to the Merger Agreement and the
Merger. In connection with this transaction, all of the issued and outstanding
stock of the Merger Sub was transferred to the former members of Absolute
Industries, LLC.

                                        2

<PAGE>


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

On October 24, 2005, we changed our name to Absolute Potential, Inc. On November
14, 2005, the Company effectuated a reverse stock split whereby one share of
common stock was issued for each 100 shares of common stock outstanding as of
the record date.

We are seeking business opportunities through a merger with, or acquisition of,
one or more private companies. We had no material operations since 2004. 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.

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.

                                        3

<PAGE>


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.

                                        5

<PAGE>


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

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

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

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

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

Employees
---------
Thomas F. Duszynski is our sole employee, director and officer. Mr. Duszynski is
not obligated to contribute any specific number of hours per week and intends to
devote only as much time as he deems necessary to our affairs. The amount of
time he will devote in any time period will vary based on the availability of
suitable target businesses to investigate. We do not intend to have any full
time employees prior to the consummation of a business combination. We have no
salaried employees and we anticipate that none of our officers, directors or

                                        6

<PAGE>


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
------------------------------------------------------------

On June 15, 2005, we received the written consent dated June 15, 2005, from the
holders of 54,976,438 pre-split shares of our common stock, representing
approximately 90.9% of our outstanding voting stock, approving an amendment to
our certificate of incorporation that changes our name from "Absolute Waste
Services, Inc." to "Absolute Potential, Inc." On October 3, 2005, we commenced
distribution of an information statement to our shareholders regarding this vote
after clearing comments from the Commission. The name change described therein
was deemed ratified and effective on October 24, 2005, and the amendment to our
certificate of incorporation was filed with the Florida Secretary of State
evidencing the name change.

                                        7

<PAGE>


PART II

Item 5. Market for Common Equity, Related Stockholder Matters, and Small
        Business Issuer Purchases of Equity Securities
------------------------------------------------------

Common Stock Information
------------------------
On October 5, 2005, we received the written consent dated October 5, 2005, from
the holders of 54,976,438 shares of our common stock, representing approximately
90.9% of our outstanding voting stock, approving a reverse stock split whereby
one share of common stock would be issued for each 100 shares of common stock
outstanding as of the record date, resulting in the number of outstanding shares
being reduced from 60,469,250 to approximately 604,693 (the "Reverse Split"). On
October 24, 2005, we commenced distribution of an information statement to our
shareholders regarding this vote. The Reverse Split described therein was deemed
ratified and effective on November 14, 2005. As a result of the Reverse Split,
as of December 30, 2005, we had approximately 275 record holders of our common
stock and a total of approximately 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
December 30, 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.


Recent Sales of Unregistered Securities
-----------------------------------------
In connection with the Merger in August 2003, we issued 27,000,000 shares of
Class A convertible preferred stock to the former members of Absolute Services,
LLC, and we also issued 10,000,000 shares of common stock to certain other
parties that provided services in connection with the Merger. The issuance of
our preferred stock has been rescinded in connection with the Merger. In
addition, 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 474,693 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.

                                        8

<PAGE>


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
--------------------------------------

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. 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.

                                        9

<PAGE>


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

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

Selection of a target business and structuring of a business combination Subject
to the requirement that our initial business combination must be with a target
business with a fair market value that is at least 80% of our net assets at the
time of such acquisition, we will have virtually unrestricted flexibility in
identifying and selecting a prospective target business. In evaluating a
prospective target business, we will consider, among other factors, the
following:

     o    financial condition and results of operation;
     o    growth potential;
     o    experience and skill of management and availability of additional
          personnel;
     o    capital requirements;
     o    competitive position;
     o    stage of development of the target business's products, processes or
          services;
     o    degree of current or potential market acceptance of the target
          business's products, processes or services;

                                       10

<PAGE>


     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 financial statements prior to such acquisition.

                                       11

<PAGE>


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

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

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

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

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

                                       12

<PAGE>


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

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

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

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

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

As of September 30, 2005, we have accounts payable of $134,477, a payroll tax
obligation of $273,812 and a shareholder advance of $228,335. 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.

                                       13

<PAGE>


Critical Accounting Policies
----------------------------
Management's Plan of Operation discusses our audited consolidated financial
statements, which have been prepared in accordance with accounting policies
generally accepted in the United States. The preparation of these audited
consolidated financial statements requires us to make estimates and assumptions
that affect the assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
We believe the following critical accounting policies require significant
judgments, estimates and assumptions used in the preparation of the audited
consolidated financial statements.

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

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

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

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

Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective income
tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized as income in the
period that included the enactment date.

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

                                       14

<PAGE>


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

Since we have not currently selected a particular industry or any target
business with which to complete a business combination, we are unable to
currently ascertain the merits or risks of the industry or business in which we
may ultimately operate.

We may consummate a business combination with a company in any industry we
choose and are not limited to any particular industry or type of business.
Accordingly, there is no current basis to evaluate the possible merits or risks
of the particular industry in which we may ultimately operate or the target
business that we may ultimately acquire. To the extent we complete a business
combination with a financially unstable company or an entity in its development
stage, we may be affected by numerous risks inherent in the business operations
of those entities. If we complete a business combination with an entity in an
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 shares
of common stock, par value $0.0001 per share, and 50,000,000 shares of
preferred stock, par value $0.0001 per share. After giving effect to the Reverse
Split, as of December 30, 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.

                                       15

<PAGE>


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 September 30, 2005, we have accounts payable of $134,477, and a payroll
tax obligation of $273,812 and a shareholder advance of $228,335. 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
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.

                                       16

<PAGE>


The Commission may deregister our common stock.
The Commission has notified us that it is considering initiating administrative
proceedings to have our common stock deregistered. We have submitted a written
response to the Commission's notice and are engaged in discussions with the
Commission regarding this notice. We cannot predict whether such administrative
proceedings will go forward, and, if so, what the outcome of those proceedings
will be. There can be no assurance that we will be able to avoid deregistration
of our stock. If our stock is deregistered, our shareholders may find it more
difficult to sell our securities, which would materially adversely affect our
business operations and prospects.

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

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

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

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

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

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

                                       17

<PAGE>


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

Because of our limited resources and the significant competition for business
combination opportunities, we may not be able to consummate a business
combination with growth potential.

We expect to encounter intense competition from other entities having a business
objective similar to ours, including venture capital funds, leveraged buyout
funds and operating businesses competing for acquisitions. Many of these
entities are well established and have extensive experience in identifying and
effecting business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do and
our financial resources will be relatively limited when contrasted with those of
many of these competitors. While we believe that there are numerous potential
target businesses that we could acquire, our ability to compete in acquiring
certain sizable target businesses will be limited by our available financial
resources. This inherent competitive limitation gives others an advantage in
pursuing the acquisition of certain target businesses.

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

We may be unable to obtain financing, if required, to complete a business
combination or to fund the operations and growth of the target business, which
could compel us to restructure the transaction or abandon a particular business
combination.

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

                                       18

<PAGE>


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.

                                       19

<PAGE>


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

                                                                        Page
                                                                       ------

         Report of Independent Registered Accounting Firm............    F-1

         Balance Sheet -
           September 30, 2005........................................    F-2

         Statements of Operations -
           For the year ending
           September 30, 2005 and 2004...............................    F-3

         Statements of Changes in Stockholders' Deficit
           For the year ending
           September 30, 2005 and 2004 ..............................    F-4

         Statements of Cash Flows -
           For the year ending
           September 30, 2005 and 2004............................... F-5 - F-6

         Notes to Financial Statements............................... F-7 - F-11

                                       20

<PAGE>


Report of Independent Registered Public Accounting Firm

Board of Directors
Absolute Potential, Inc.
Chicago, Illinois


We have audited the accompanying balance sheet of Absolute Potential, Inc. as of
September 30, 2005 and the related statements of operations, changes in
stockholders' equity, and cash flows for the years then ended September 30, 2005
and 2004. These financial statements are the responsibility of the management of
Absolute Potential, Inc. Our responsibility is to express an opinion on these
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
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 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 financial statements referred to above present fairly, in
all material respects, the financial position of Absolute Potential, Inc. as of
September 30, 2005 and the results of its operations and its cash flows for the
year ended September 30, 2005 and 2004 in conformity with United States
generally accepted accounting principles.

The accompanying 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 approximately $295,000 during the year ended
September 30, 2005 and has an accumulated deficit of $1,258,000 from inception
to September 30, 2005. 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 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/  Pender Newkirk & Company LLP
---------------------------------
     Pender Newkirk & Company LLP
     Certified Public Accountants

Tampa, Florida
March 26, 2007


                                       F-1

<PAGE>


                            Absolute Potential, Inc.

                                  Balance Sheet
                               September 30, 2005



Assets
Current assets:
   Cash                                                             $     4,212
                                                                    -----------
                                                                          4,212
                                                                    ===========


Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts Payable                                                 $   134,477
   Accrued payroll taxes                                                273,812
                                                                    -----------
Total current liabilities                                               408,289
                                                                    -----------

Long-term advances from related party                                   228,335
                                                                    -----------

Stockholders' deficit:
    Common stock; $.0001 par value; 150,000,000 shares
       authorized; 604,693 shares issued and shares
       outstanding                                                           60
    Preferred stock; $.001 par value; 50,000,000
       authorized; no shares issued or outstanding
   Additional paid- in capital                                           85,389
   Common stock payable                                                 539,983
   Accumulated deficit
                                                                     (1,257,844)
                                                                    -----------
Total stockholders' deficit
                                                                       (632,412)
                                                                    -----------

                                                                    $     4,212
                                                                    ===========


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

                                       F-2

<PAGE>


                            Absolute Potential, Inc.

                            Statements of Operations



                                                       Year Ended September 30,
                                                       ------------------------
                                                          2005           2004
                                                       ---------      ---------


Operating revenues                                     $    --        $    --
                                                       ---------      ---------


Operating expenses
Selling, general and administrative                    $ 294,962      $  63,664
Depreciation and amortization                               --             --
                                                       ---------      ---------
                                                         294,962         63,664
Other income (expense)
Interest expense                                            --             --
Gain on sale of assets                                      --             --
                                                       ---------      ---------
Loss from continuing operations before
   income tax                                           (294,962)       (63,664)

Income tax expense
Current                                                     --             --
Deferred                                                    --             --
                                                       ---------      ---------
Loss from continuing operations                         (294,962)       (63,664)
                                                       ---------      ---------

Income loss (net of tax) from discontinued
  operations                                                --         (766,759)
Gain (net of tax) from disposition of
  discontinued operations                                   --          168,786
                                                       ---------      ---------
Loss from discontinued operations                           --         (597,773)
                                                       ---------      ---------

Net loss                                               $(294,962)     $(661,137)
                                                       =========      =========
Loss per share from continuing operations              $    (.97)     $    (.17)
                                                       =========      =========
Loss per share from discontinued operations                 --        $   (1.55)
                                                       =========      =========
Net loss per share                                     $    (.97)     $   (1.72)
                                                       =========      =========
Weighted average number of common shares
  outstanding                                            304,271        385,397
                                                       =========      =========


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

                                       F-3

<PAGE>
<TABLE>
<CAPTION>


                             Absolute Potential, Inc.

                  Statements of Changes in Stockholders' Deficit

                 For the Years Ending September 30, 2004 and 2005



                                    Series A
                             Common Preferred Stock             Common Stock
                           --------------------------    --------------------------
                            Number of                     Number of
                              Shares         Amount         Shares         Amount
                           -----------    -----------    -----------    -----------
<S>                        <C>            <C>            <C>            <C>
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

Conversion of debt to             --             --          474,693             47
equity

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

Balance
     September 30, 2005           --             --          604,693    $        60
                           ===========    ===========    ===========    ===========

                                        F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                             Absolute Potential, Inc.

                  Statements of Changes in Stockholders' Deficit

                 For the Years Ending September 30, 2004 and 2005
                                    (Continued)



                            Additional       Common
                             Paid-in         Stock      Accumulated
                             Capital        Payable       Deficit         Total
                           -----------    -----------   -----------    -----------
<S>                        <C>            <C>           <C>            <C>
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)

Conversion of debt to          189,830           --            --          189,877
equity

Net loss for the year             --             --        (294,962)      (294,962)

Balance
     September 30, 2005    $    85,389    $   539,983   $(1,257,844)   $  (632,462)
                           ===========    ===========   ===========    ===========


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

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

<PAGE>
<TABLE>
<CAPTION>


                                     Absolute Potential, Inc.

                                      Statement of Cash Flows



                                                                         Year Ended September 30
                                                                          2005           2004
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
Cash Flows from Operating Activities
    Net Income (Loss)                                                  $  (294,962)   $  (661,637)

    Adjustments to Reconcile Net Loss to Net Cash (Used) 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
          Depreciation and Amortization                                       --          422,028
          Deferred Federal Income Tax                                         --           (3,909)
            Changes in Operating Assets and Liabilities:                      --
          Accounts Receivables                                                --         (668,195)
          Related Party Receivables                                           --          167,606
          Prepaid Expenses and Other Assets                                   --         (394,522)
          Accounts Payable                                                     222      1,257,848
          Related Party Payables                                              --          (30,270)
          Deferred Revenue                                                    --           44,886
          Accrued Expenses                                                  28,000        184,137
                                                                       -----------    -----------

Net Cash (Used) Provided by Operating Activities                          (266,740)       173,029

Cash Flows for Investing Activities:
         Proceeds from Sale of Property and Equipment                         --           69,693
         Purchase of Property and Equipment                                   --         (603,890)
         Purchase of Intangible Asset                                         --         (352,000)
                                                                       -----------    -----------

Net Cash Used by Investing Activities                                         --         (886,197)

Cash Flows from Financing Activities:
         Net Proceeds from Line of Credit                                     --           82,067
         Bank Overdraft                                                       --           95,030
         Principal Payments of Long-Term Debt                                 --         (918,838)
         Proceeds from Long-Term Debt                                         --        1,440,158
                Advances from shareholder                                  270,952           --
                                                                       -----------    -----------

Net Cash Provided by Financing Activities                                  270,952        698,417

Cash Distributed to Discontinued Operations                                      0         (1,730)

Net Increase (Decrease) in Cash and Cash Equivalents                         4,212        (16,481)
Cash and Cash Equivalents, Beginning of Period                         $         0         16,481
                                                                       ===========    ===========

Cash and Cash Equivalents, End of Period                               $     4,212    $         0
                                                                       ===========    ===========

Supplemental Disclosures:
    Cash Paid for Interest                                             $         0    $   190,763
                                                                       ===========    ===========

During the year ended September 30, 2005, the Company converted $189,877 of
payables for 474,693 shares of common stock.


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

                                       F-5

</TABLE>

<PAGE>

                            Absolute Potential, Inc.

                             Statement of Cash Flows



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


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 financial statements.

                                       F-6

<PAGE>


                            Absolute Potential, Inc.

                          Notes to Financial Statements

                     Years Ended September 30, 2005 and 2004


1.   Background Information

Absolute Potential, 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.
On June 15, 2005, the Company received the written consent dated June 15, 2005,
from the holders of approximately 90.9% of the outstanding voting stock
approving an amendment to its Certificate of Incorporation to change the
Company's name to Absolute Potential, Inc. On October 24, 2005, the Company
amended its Certificate of Incorporation to reflect this name change. The
Company has no current operations.


2.       Merger and Unwinding

On July 2, 2003, through a wholly owned subsidiary ("Merger Sub"), the Company
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, 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 unwind the
effects of the Mergers for each party to return to the other party the
consideration received in connection with the Merger, and to release each other
from all claims relating to the Merger Agreement and the Merger. In connection
with this transaction, all of the issued and outstanding stock of the Merger Sub
was transferred to the former members of Industries.

                                       F-7

<PAGE>


                            Absolute Potential, Inc.

                          Notes to Financial Statements

                     Years Ended September 30, 2005 and 2004


3. Financial Restructuring and Going Concern Considerations

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 financial statements have been prepared on a going concern
basis that contemplates the realization of assets and liabilities. In the
ordinary course of business, operating losses have been incurred each year since
inception, resulting in an accumulated deficit of approximately $1,258,000 and
negative working capital of $404,077 as of September 30, 2005, and total
liabilities exceeding total assets by $632,412 as of September 30, 2005.
Currently, the Company has been provided working capital by a shareholder and is
seeking a merger with an operating company. However, these conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements of the Company do not include any adjustments relating
to the 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 financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of 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.

     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 financial
     statements.

                                       F-8

<PAGE>


                            Absolute Potential, Inc.

                          Notes to Financial Statements

                     Years Ended September 30, 2005 and 2004


     Deferred tax assets and liabilities are recognized for the estimated future
     tax consequences attributable to differences between the financial
     statements carrying amounts of existing assets and liabilities and their
     respective income tax bases. Deferred tax assets and liabilities are
     measured using enacted tax rates expected to apply to taxable income in the
     years in which those temporary differences are expected to be recovered or
     settled. The effect on deferred tax assets and liabilities of a change in
     tax rates is recognized as income in the period that included the enactment
     date.

5. Recently Issued Accounting Pronouncements

     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

During the years ended September 30, 2005, Augustine Fund, L.P., the major
shareholder and funding source for the company, funded the operations of the
company in the amount of $270,952.

During May 2005, Augustine Fund, L.P. converted its loan to the Company to
common stock. At the time of the conversion, the loan amount was $189,877. This
loan was converted to 474,693 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. The outstanding balance of these advance are $228,335 at September 30,
2005. These advances are unsecured and have no repayment terms.

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.

                                       F-9

<PAGE>


                            Absolute Potential, Inc.

                          Notes to Financial Statements

                     Years Ended September 30, 2005 and 2004



7.   Income Taxes

The Company has net operating loss carryforwards of approximately $16,895,000,
at September 30, 2005. 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, 2005 and
2004 were necessary. Significant components of the Company's net deferred tax
assets are as follows:

                                                  2005              2004
                                              ------------      ------------
        Tax benefit of net operating loss     $  6,673,510      $  6,557,000
        Less valuation allowance                 6,673,510         6,557,000
                                              ------------      ------------
                                              $          0      $          0
                                              ============      ============

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

                                                  2005              2004
                                              ------------      ------------
        Future net operating loss deductions  $    116,510      $      6,000
        Change in allowance valuation for tax
           benefit of net operating loss          (116,510)           (6,000)
                                              ------------      ------------
                                              $          0      $          0
                                              ============      ============

                                      F-10

<PAGE>


                            Absolute Potential, Inc.

                          Notes to Financial Statements

                     Years Ended September 30, 2005 and 2004



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

                                           2005                   2004
                                    ------------------     -------------------

 Federal statutory rate             $  100,287     34%     $    5,000      34%
 Adjustments, primarily state
    income taxes                        16,223     5.5          1,000      5.5
 Change in allowance valuation for
    tax benefit of net
    operating loss                    (116,510)  (39.5)        (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.  Payroll Taxes

As of September 30, 2005, the Company is delinquent in prior period payroll
taxes, penalties and interest in the amount of $273,812. The Company currently
does not have an agreement with the Internal Revenue Service for payment of this
liability.

9.  Subsequent Event

On November 14, 2005, the Company effectuated a reverse stock split whereby one
share of common stock will be issued for each 100 shares of common stock
outstanding as of the record date, resulting in the number of outstanding shares
being reduced from 60,469,250 to approximately 604,693.

                                      F-11

<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.


                                    21

<PAGE>


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

None.

Item 9.  Directors, Executive Officers, Promoters, Control Persons, and
         Corporate Governance;
-----------------------------------------------------------------------
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 December 30, 2005.

-------------------- -------- -------------------------------------------------
Name                   Age      Position
-------------------- -------- -------------------------------------------------
Thomas F. Duszynski    51       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 not considered to be an "independent" director. Mr.
Duszynski is also an executive officer and director of Game Technologies, Inc.,
a public company.

Resignations of Directors and Officers
---------------------------------------
In connection with the unwinding 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.

                                       22

<PAGE>


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 unaware of any required reports that were
not timely filed, 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.

Item 10.  Executive Compensation
--------------------------------
Our executive officer and director did not receive any compensation during the
years ended September 30, 2005 or 2004 and does not currently receive any
compensation.

Option Grants and Exercises
---------------------------
There were no executive officers' unexercised options at September 30, 2005. No
shares of common stock were acquired upon exercise of options during the fiscal
year ended September 30, 2005.

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

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

The following table sets forth ownership information as of April 1, 2007 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)
--------------------- ----------------------------- ----------------------------

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%
--------------------- ----------------------------- ----------------------------

                                       23

<PAGE>


(1)  Beneficial ownership is determined in accordance with 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 December 30, 2006 are approximate
     based on approximately 604,693 shares of common stock outstanding.
(3)  Thomas F. Duszynski is a principal of Augustine Fund, L.P.
(4)  Thomas F. Duszynski is a principal of Augustine Fund, L.P., which is a
     manager of PAC Funding LLC.

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


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

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

In June 2004, we entered into an agreement with the former holders of membership
interests of Absolute Industries, LLC, pursuant to which the Merger was unwound.
In connection with the unwinding of the effects 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 pre-split 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 September 30, 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.

                                       24

<PAGE>


Item 13. Exhibits

The following are being filed as part of this Annual Report on Form 10-KSB:

1. Financial Statements
   --------------------
See the Index to Financial Statements which appears on Page F-1 hereof.

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

3. Exhibits
   --------

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

Exhibit 10.1 - Mutual Settlement Agreement dated June 3, 2004 by and among
Absolute Potential, 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
Potential, 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

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 & Company
LLP.

Audit Fees
-----------
Fees for audit services totaled $38,942 for the fiscal year ended September 30,
2005 and $19,609 for the fiscal year ended September 30, 2004, 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 fiscal 2005 and fiscal 2004.

Tax Fees
---------
Fees for tax services, including tax compliance and tax advice, totaled $0 in
fiscal 2005 and fiscal 2004.


                                       25

<PAGE>


All Other Fees
----------------
Fees for all other services not included above were $0 for fiscal 2005 and
fiscal 2004.

Effective May 6, 2003, the Commission adopted rules that require that before
Pender Newkirk & Company LLP 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 fiscal 2005, 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 & Company LLP, and believes that the provision of the services
for activities unrelated to the audit is compatible with maintaining the
independence of Pender Newkirk & Company LLP.

                                       26

<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:  May 29, 2007
-------------------------------------
          Thomas F. Duszynski
          Chief Executive Officer,
          Chief Financial Officer and
          Director
          (Principal Executive Officer and
          Principal Financial and Accounting Officer)

                                       27