UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

——————————

FORM
10-K



[X] 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED ON September 30, 2008



OR



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



Commission
file number: 0-21279



ABSOLUTE
POTENTIAL, INC.

(Exact
Name of Registrant as Specified in Its Charter)





|FLORIDA                                                                                | 59-3223708                                                     
|-------------------------------------------------------------------------------------- | ---------------------------------------------------------------
|(State
        or Other Jurisdiction of
        Incorporation
        or Organization) | (I.R.S.
        Employer
        Identification
        Number)





|141
    West Jackson Blvd, Suite 2182, Chicago, Illinois |  | 60604         
|-------------------------------------------------------- |  | --------------
|(Address
    of Principal Executive Offices)             |  | (Zip
    Code)



Registrant's
telephone number, including area code: (312) 427-5457



Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share



Indicate
by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes
[   ] No [X]



Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes
[   ] No [X]



Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.  Yes [  ] No [ X ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [
  ] No [   ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§ 232.405)is not contained herein, and will not 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-K or any amendment to this Form 10-K or any amendments to this
Form 10-K.  [X]

















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



Large accelerated
filer [   ]   Accelerated filer [  ]   Non-accelerated filer [   ]    Smaller reporting
company [X]



Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]
No [   ]



The aggregate
market value of the common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold as of September 30, 2008 was: negligible.



APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:



Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes   [X]
No    [  ]



As of December
28, 2011, 646,176 shares of the registrant’s common stock, par value of $0.0001, were outstanding.



2















Table
of Contents

|                                                                                                  |     
|------------------------------------------------------------------------------------------------- | ----
|                                                                                                  | Page
|PART
    I                                                                                        |     
|Item
    1.    Business                                                                           | 4   
|Item
    2.    Properties                                                                         | 12  
|Item
    3.    Legal Proceedings                                                                  | 12  
|                                                                                                  |     
|PART
    II                                                                                       |     
|Item
    5.    Market for Registrant's Common Equity, Related Stockholder Matters                 | 13  
|and
    Issuer Purchases of Equity Securities                                                     |     
|Item
    6.    Selected Financial Data                                                            | 13  
|Item
    7.    Management's Discussion and Analysis of Financial Condition and Results Operations | 14  
|Item
    7A. Quantitative and Qualitative Disclosures about Market Risk                           | 18  
|Item
    8.    Financial Statements and Supplementary Data                                        | 19  
|Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure   | 20  
|                                                                                                  |     
|Item
    9A. Controls and Procedures                                                              | 20  
|Item
    9B   Other Information                                                                   | 22  
|                                                                                                  |     
|PART
    III                                                                                      |     
|Item
    10.   Directors, Executive Officers and Corporate Governance                             | 23  
|Item
    11.   Executive Compensation                                                             | 23  
|Item
    12.   Security Ownership of Certain Beneficial Owners and Management                     |     
|and
    Related Stockholder Matters                                                               | 24  
|Item
    13.   Certain Relationships and Related Transactions, and Director Independence          | 25  
|Item
    14.   Principal Accountant Fees and Services                                             | 25  
|                                                                                                  |     
|PART
    IV                                                                                       |     
|Item
    15.   Exhibits and Financial Statement Schedules                                         | 26  
|SIGNATURES                                                                                        | 27  



3











CAUTIONARY
STATEMENT RELATING TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual
Report on Form 10-K and the information incorporated by reference includes ‘‘forward-looking statements’’
within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend
those forward looking-statements to be covered by the safe harbor provisions for forward-looking statements. All statements regarding
our expected financial position and operating results, our business strategy, our financing plans and the outcome of any contingencies
are forward-looking statements. Any such forward-looking statements are based on current expectations, estimates, and projections
about our industry and our business. Words such as ‘‘anticipates,’’ ‘‘expects,’’
‘‘intends,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘seeks,’’
‘‘estimates,’’ or variations of those words and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially
from those stated in or implied by any forward-looking statements.



Item
1. Description of Business



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.



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 to 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-K 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.



4















We are seeking
business opportunities through a merger with, or acquisition of, one or more private companies. We have 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.



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.



5















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.



Our
Office



Our office
is located at 141 West Jackson Boulevard, Suite 2182, Chicago, Illinois 60604, and the telephone number is (312) 427-5457 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-K, 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 100 F Street,
NE, 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.



6













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.



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.



7















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



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



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



(iii)
Strength of management;



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



(v)
Other relevant factors.



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



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



Form
of Acquisition



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



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



8















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.



Securities
Law Regulations

1934
Act

Sections
13 and 15(d) of the 1934 Act require companies subject thereto to provide certain information about significant acquisitions,
including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative
size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements
may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long
as the reporting requirements of the 1934 Act are applicable.

Recent
SEC Shell Company Rules

On
June 29, 2005, the Securities and Exchange Commission adopted final rules amending the Form S-8 and the Form 8-K for shell companies.
These rules were published in the Federal Register on July 21, 2005 and were made effective as of August 22, 2005, except for
an amendment to Item 5.06 of the Form 8-K that became effective on November 5, 2005. The amendments expand the definition of a
shell company to be a company with no or nominal operations, assets consisting of cash and cash equivalents, or assets consisting
of any amount of cash and cash equivalents and nominal other assets. Shell companies, as a result of these rule changes:

|• |  | are now prohibited from using Form
                                                                                                                                                      S-8
                                                                                                                                                      (the abbreviated registration statement used to register securities issued under empoyee benefit plans)
                                                                                                                                                      until 60 days after it ceases to be a shell company.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | must include current Form 20 information, including audited financial statements in
the Form 8-K that the shell company files to report an event that causes it to cease being a shell company,
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | must file financial statements and pro forma information within four days of the transaction;
and
|- |  | -------------------------------------------------------------------------------------------------

|• |  | where an operating company
acquires a shell company and the operating company survives the transaction; the operating company will have acquired control
of the shell for purposes of the definition of “succession” under the final rules and the operating company, as the
surviving entity, will be required to file a Form 8-K under Item 5.01.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Prior
to the new rules, financial statements of the acquired private company were not required to be filed on Form 8-K until 75 days
after completion of the merger or acquisition. Also, detailed information about the business and management of the acquired private
company was not required until the reporting company filed its next annual report on Form 10-KSB or Form 10-K. As a result, securities
of the new entity could be traded for up to 75 days with investors having little or no access to vital information about the acquired
private company.

9











Sarbanes-Oxley
Act of 2002

On
July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, or SOX. SOX imposes a wide variety of requirements
on both U.S. and non-US. companies, that file or are required to file periodic reports with the SEC under the 1934 Act. Many of
these new requirements could affect us and our board of directors. For instance, under SOX we may be required to:

- form an audit committee in compliance with SOX;



- our chief executive officer and chief financial officer
are required to certify our financial statements;



- ensure our directors and senior officers are required
to forfeit all bonuses or other incentive-based compensation and profits received from the sale of our securities in the twelve
month period following initial publication of any of our financial statements that later require restatement;



- disclose any off-balance sheet transactions as required
by SOX;



- prohibit all personal loans to directors and officers;



- ensure directors, officers and 10% holders file their
Forms 4s within two days of a transaction;



- adopt a code of ethics and file a Form 8-K whenever
there is a change or waiver of this code; and



- ensure our auditor is independent as defined by SOX.

SOX
has required us to review our current procedures and policies to determine whether they comply with the SOX and the new regulations
promulgated there under. We will continue to monitor our compliance with all future regulations that are adopted under the SOX
and will take whatever actions are necessary to ensure that we are in compliance.

Reports
to Securities Holders

Reports
and other information filed by us with the Commission pursuant to the informational requirements of the Securities Exchange Act
of 1934 will be available for inspection and copying at the public reference facilities maintained by the Commission at 100 F
Street, NE, Room 2521, Washington, D. C. 20549. Copies of such material may be obtained from the public reference section of the
Commission at 100 F Street, NE, Room 2521, Washington, D. C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Our reports and other documents filed with the Commission may also be available
electronically on the World Wide Web at http://www.sec.gov.

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.



10















Employees



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



11













Item
2. Properties



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



In 2005
the Commission notified us that it is considering initiating administrative proceedings to have our common stock deregistered.
We promptly submitted a written response to the Commission's notice and engaged in discussions with the Commission regarding this
notice. On October 17, 2011 the Commission sent a written communication requesting that the Company be deregistered. The company
has hired a third party legal counsel to respond to the Commission’s request for deregistration hoping to continue as a
registered filer. On November 18, 2011 a preliminary hearing was held and the company was granted a continuance until January
9, 2012 at which time the judge will make a final ruling as to whether the Company’s stock will be deregistered or not.



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.



12









PART
II



Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



Common
Stock Information







On September
30, 2006, we adjusted our common stock outstanding to account for the costs to convert debt to equity. This cost was $4 and represents
41,483 shares. As of September 30, 2008, we had approximately 275 record holders of our common stock and 646,176 shares of common
stock 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. Since December 30, 2006, there
has been no bid price for our common stock.



Recent
Sales of Unregistered Securities



None.



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. Selected Financial Data.



Not Required.



13











Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.



Plan
of Operation--Introduction



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



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



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



14















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.



No Target
Business or Target Industry Identified



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



Sources
of Target Businesses



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



Selection
of a Target Business and Structuring of a Business Combination



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



•        
financial condition and results of operation;

•        
growth potential;

•        
experience and skill of management and availability of additional

•        
personnel;



15















•        
capital requirements;

•        
competitive position;

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

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

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

•        
regulatory environment of the industry; and

•        
costs associated with effecting the business combination.



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



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



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



Rights
of Dissenting Shareholders



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



16















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



Competition



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



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



Results
of Operations



Year
Ended September 30, 2008 compared to Year Ended September 30, 2007





|                                    |  | Year Ended September 30, |         |      |  |       
|----------------------------------- |  | ------------------------ | ------- | ---- |  | ------
|                                    |  | 2008                     |         | 2007 |  | Change
|                                    |  |                          |         |      |  |       
|Operating revenues                  |  | $                        | —       |      |  | $     
|                                    |  |                          |         |      |  |       
|Selling, general and administrative |  |                          | 52,945  |      |  |       
|                                    |  |                          |         |      |  |       
|Net loss                            |  | $                        | (52,945 | )    |  | $     
|                                    |  |                          |         |      |  |       



Selling,
General and Administrative: Selling, general and administrative expenses were $52,945 for the year ended September 30, 2008,
a decrease of $31,206 or 37%, compared to $84,151 for the year ended September 30, 2007. The decrease is due to a reduction of
professional services.

17















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, 2008, we have accounts payable of $72,705, a payroll tax obligation of $287,215 and a shareholder advance of $733,189. We
do not have sufficient cash reserves to satisfy these amounts. We anticipate that we will need to borrow funds from a major shareholder
in order to satisfy these obligations. However, none of our shareholders has any obligation to provide such loans to us.



Critical
Accounting Policies



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



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



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



Material
Off-Balance Sheet Arrangements



We have
no material off-balance sheet arrangements.



Item
7A. Quantitative and Qualitative Disclosures About Market Risk



Not applicable
to smaller reporting companies.



18









Item
8. Financial Statements and Supplementary Data





ABSOLUTE
POTENTIAL, INC.

Financial
Statements

For
The Years Ended September 30, 2008 and 2007















|                                                                                      |     
|------------------------------------------------------------------------------------- | ----
|Contents                                                                              |     
|                                                                                      |     
|                                                                                      | Page
|                                                                                      |     
|Report
    of Independent Registered Public Accounting Form (Sassetti LLC)            | F-1 
|                                                                                      |     
|Financial
    Statements:                                                             |     
|                                                                                      |     
|Balance
    Sheets as of September 30, 2008 and 2007                                  | F-2 
|                                                                                      |     
|Statements
    of Operations for the years ended September 30, 2008 and 2007          | F-3 
|                                                                                      |     
|Statement
    of Stockholders' Equity for the years ended September 30, 2008 and 2007 | F-4 
|                                                                                      |     
|Statements
    of Cash Flows for the years ended September 30, 2008 and 2007          | F-5 
|                                                                                      |     
|Notes
    to Financial Statements                                                     | F-6 
|                                                                                      |     
|                                                                                      |     
|                                                                                      |     
|                                                                                      |     
|19                                                                                   
|                                                                                     











Report
of Independent Registered Public Accounting Firm





Board of
Directors

Absolute
Potential, Inc.

Chicago,
Illinois





We have
audited the accompanying balance sheets of Absolute Potential, Inc. as of September 30, 2008 and 2007, and the related statements
of operations, changes in stockholders' equity, and cash flows for the years ended September 30, 2008 and 2007. 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 audits.



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 audit 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 audits 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, 2008 and 2007 and the results of its operations and its cash flows for the years ended September 30,
2008 and 2007 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 1, the
Company incurred a net loss of $52,945 during the year ended September 30, 2008 and has an accumulated deficit of $1,718,183 at
September 30, 2008. 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 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



/s/ Sassetti
LLC

Sassetti
LLC

Oak Park,
Illinois

December
28, 2011



F-1















|Absolute Potential, Inc.                                       
|---------------------------------------------------------------
|Balance Sheets                                                 
|                                                               
|                                                               
|                                                               
|Assets                                                         
|Current assets:                                                
|Cash                                                           
|Total Assets                                                   
|                                                               
|Liabilities and Stockholders'
    Deficit                      
|                                                               
|Current liabilities                                            
|Accounts payable                                               
|Accrued payroll taxes                                          
|Total Current Liabilities                                      
|                                                               
|Long-term advances from related party                          
|Total Liabilities                                              
|                                                               
|Commitments and Contingencies                                  
|                                                               
|Stockholders' Deficit                                          
|Preferred stock; $.001 par value, 50,000,000 shares authorized;
|no shares issued or outstanding                                
|Common stock; $.0001 par value, 150,000,000 shares authorized; 
|646,176 shares issued and outstanding                          
|Additional paid-in capital                                     
|Accumulated deficit                                            
|Total Stockholders' Deficit                                    
|                                                               
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    
|                                                               





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



F-2















|Absolute Potential, Inc.                                                                   
|-------------------------------------------------------------------------------------------
|Statements of Operations                                                                   
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Operating revenues                                                                         
|                                                                                           
|Selling, general and administrative                                                        
|                                                                                           
|Net loss                                                                                   
|                                                                                           
|Net loss per share - basic and diluted                                                     
|                                                                                           
|Weighted average number of common shares                                                   
|outstanding - basic and diluted                                                            
|                                                                                           
|                                                                                           
|                                                                                           
|The accompanying notes are an integral part of these consolidated financial statements. F-3
|                                                                                           

















|Absolute Potential, Inc.                                                 
|-------------------------------------------------------------------------
|Statement of Changes in Stockholders' Equity (Deficit)                   
|September 30, 2008                                                       
|                                                                         
|                                                                         
|                                                                         
|Balance, September 30, 2006                                              
|                                                                         
|Net loss                                                                 
|                                                                         
|Cancellation of unissued                                                 
|common shares from                                                       
|2002 Plan of Reorganization                                              
|                                                                         
|Balance, September 30, 2007                                              
|                                                                         
|Net loss                                                                 
|                                                                         
|Balance, September 30, 2008                                              
|                                                                         
|The accompanying notes are an integral part of these financial statements
|                                                                         
|F-4                                                                      















|Absolute Potential, Inc.                                                 
|-------------------------------------------------------------------------
|Statements of Cash Flows                                                 
|                                                                         
|                                                                         
|                                                                         
|Cash Flows from Operating Activities:                                    
|Net loss                                                                 
|Adjustment to reconcile net loss to net cash                             
|Accounts payable                                                         
|Net cash used in operating activities                                    
|                                                                         
|Cash Flows from Financing Activities:                                    
|Proceeds from Long-Term Advances from Related Party                      
|Net cash provided by financing activities                                
|                                                                         
|NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS                       
|                                                                         
|CASH & CASH EQUIVALENTS, BEGINNING BALANCE                               
|                                                                         
|CASH & CASH EQUIVALENTS, ENDING BALANCE                                  
|                                                                         
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                        
|Interest paid                                                            
|Income taxes paid                                                        
|                                                                         
|The accompanying notes are an integral part of these financial statements





F-5













Absolute
Potential, Inc.

Notes
to Financial Statements

September
30, 2008 and 2007



Note
1. Organization and Basis of Presentation





Organization
and Line of Business



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



Basis
of Presentation



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



Going
Concern



The accompanying
financial statements have been prepared on a going concern basis that contemplates the realization of assets and liabilities.
In the ordinary course of business, operating losses have been incurred each year since inception, resulting in an accumulated
deficit of $1,718,183 and negative working capital of $359,558 as of September 30, 2008, and total liabilities exceeding total
assets by $1,092,747 as of September 30, 2008. 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.



F-6

















Absolute
Potential, Inc.

Notes
to Financial Statements

September
30, 2008 and 2007





Recent
Accounting Pronouncements



Fair
Value Measurements

In September
2006, FASB issued SFAS No. 157,“Fair Value Measurements,”whichestablishes a framework for
measuring fair value, and expands disclosures about fair value measurements required under the accounting pronouncements, but
does not change existing guidance as to whether or not an instrument is carried at fair value. Additionally, it establishes a
fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application
is encouraged, provided that the reporting entity has not yet issued financial statements for fiscal year, including financial
statements for an interim period within the fiscal year. The Company does not feel that SFAS No. 157 will have any impact on the
Company's financial condition or results of operations..



Business
Combinations - Revised



In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations.” SFAS No. 141
(Revised 2007) changes how a reporting enterprise accounts for the acquisition of a business. SFAS No. 141 (Revised
2007) requires an acquiring entity to recognize all the assets acquired and liabilities assumed in a transaction at the
acquisition-date fair value, with limited exceptions, and applies to a wider range of transactions or events. SFAS
No. 141 (Revised 2007) is effective for fiscal years beginning on or after December 15, 2008 and early adoption and
retrospective application is prohibited. The Company does not feel that SFAS No. 141 will have any impact on the Company's
current financial condition or results of operations, but may impact future acquisitions, if any.



The Hierarchy
of GAAP



In May
2008, FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS 162 identifies the
sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”)
in the United States (the “GAAP hierarchy”). The Company’s adoption of this revision will not have any impact
on the Company's financial condition or results of operations.



F-7















Absolute
Potential, Inc.

Notes
to Financial Statements

September
30, 2008 and 2007





Subsequent
Events



In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“ SFAS 165”) which was codified into ASC 855.
 ASC 855 establishes principles and standards related to the accounting for and disclosure of events that occur after the
balance sheet date but before the financial statements are issued.  This position requires an entity to recognize, in the
financial statements, subsequent events that provide additional information regarding conditions that existed at the balance sheet
date.  In addition, ASC 855 requires companies to disclose the date through which the Company has evaluated subsequent events
to be the date the financial statements are issued. The Company’s adoption of ASU 855 did not have any impact on its financial
condition or results of operations.



FASB Accounting
Standards Codification, amends SFAS 162



On
July 1, 2009, the Company adopted Accounting Standards Update (“ASU”) No. 2009-01, “Topic 105 -
Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 168,
“The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles”
(“ASU No. 2009-01”).  ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to be
only comprised of the FASB Accounting Standards CodificationTM (“Codification”) and, for SEC registrants,
guidance issued by the SEC.  The Codification is a reorganization and compilation of all then-existing
authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC.  The Codification is
amended to effect non-SEC changes to authoritative GAAP.  Adoption of ASU No. 2009-01 will only change
the referencing convention of GAAP in Notes to the Financial Statements.



Revenue
Recognition – Multiple Deliverable Revenue Arrangements



In October
2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2009-13
on Topic 605, Revenue Recognition—Multiple Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues
Task Force (“ASU 2009-13”) . The objective of ASU 2009-13 is to address the accounting for multiple-deliverable
arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Vendors
often provide multiple products or services to their customers. Those deliverables often are provided at different points in time
or over different time periods. ASU 2009-13 provides amendments to the criteria in Subtopic 605-25, Multiple-Element Arrangements(“Subtopic 605-25”) for separating consideration in multiple-deliverable arrangements. The amendments in ASU 2009-13
establish a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable
will be based on vendor specific objective evidence if available, third-party evidence if vendor-specific objective evidence is
not available, or estimated selling price if neither vendor specific objective evidence nor third-party evidence is available.
The amendments in ASU 2009-13 also will replace the term fair value in the revenue allocation guidance with selling price to clarify
that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant. ASU
2009-13 is effective for fiscal years beginning on or after June 15, 2010. Early adoption is permitted and can be applied
prospectively or retrospectively. The Company is still evaluating the effects of ASU 2009-13 on the Company's financial statements.



F-8















Absolute
Potential, Inc.

Notes
to Financial Statements

September
30, 2008 and 2007





Fair Value
Measurements and Disclosure – Overall



On December
15, 2009, the FASB issued ASU No. 2010-06 Fair Value Measurements and Disclosures Topic 820 “Improving Disclosures about
Fair Value Measurements”.  This ASU requires some new disclosures and clarifies some existing disclosure requirements
about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures
and, thus, increase the transparency in financial reporting. The company is still evaluating the effects of ASU No. 2010-06 on
the Company's financial statements.



Compensation,
Stock Compensation



In April
2010, the FASB issued ASU 2010-13, Compensation—Stock Compensation Topic 718, “Effect of Denominating the Exercise
Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” ASU
2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated
in currency of a market in which a substantial porting of the entity’s equity securities trades should not be considered
to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an
award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2010. The Company is still evaluating the effects of ASU
2010-13 on the Company's financial statements.



Other Comprehensive
Income



In June
2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which
is effective for annual reporting periods beginning after December 15, 2011. This guidance eliminates the option to present the
components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items
of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the
financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements
by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately
in consecutive statements of income and comprehensive income. The Company’s adoption of ASU 2011-05 is not expected to have
a material impact on their financial condition or results of operations.





Management
does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material
effect on the accompanying financial statements.



Note
2. Summary of Significant Accounting Policies



Use of
Estimates



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



F-9

















Absolute
Potential, Inc.

Notes
to Financial Statements

September
30, 2008 and 2007



Cash
and Cash Equivalents



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



Fair
Value Measurements



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



Income
Taxes



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



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



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



No penalties
or interest relating to income taxes have been incurred during the years ended September 30, 2008 and 2007. GAAP also provides
guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.



F-10















Absolute
Potential, Inc.

Notes
to Financial Statements

September
30, 2008 and 2007





Basic
and Diluted Losses Per Share



Earnings
per share is calculated in accordance with the ASC Topic 260, “Earnings Per Share.” Basic earnings per share is calculated
dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings
per share is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised
at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period.Convertible shares, stock options and warrants were not included
in the computation of the weighted average number of shares for dilutive
net loss per common share for the years ended September 30, 2008 and 2007 because their effect would have been anti-dilutive.
As of September 30, 2008 and 2007, the number of potential dilutive shares related to the long term advances from related party
was 1,832,973 and 1,753,348, respectively.



Note
3. Related Party Transactions



During the
years ended September 30, 2008 and 2007, Augustine Fund, L.P., the major shareholder and funding source for the company, funded
the operations of the company in additional amounts of $31,850 and $170,004, respectively.



The
outstanding balances of these advances are  $733,189 and $701,339 at September 30, 2008 and 2007, respectively. These
advances are unsecured and have no repayment terms. The advances are convertible into shares of common stock. As of September
30, 2008 and 2007, the number of potential shares related to the long term advances from related party was 1,832,973 and
1,753,348, respectively.



Note
4. Income Taxes



Pursuant
to ASC Topic 740, “Income Taxes,” the Company is required to compute tax asset benefits
for net operating losses carried forward. The Company has net operating loss carryforwards of approximately $17,355,000, at September
30, 2008. 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 (and any prospective changes)
of the Company will significantly restrict future utilization of the net operating loss carryforwards. The net operating loss
carryforwards will expire in 2009 through 2026.



A valuation
allowance is required by ASC Topic 740, 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, 2008 and 2007 were
necessary. Significant components of the Company's net deferred tax assets are as follows:



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





|                                  |  | September 30,
|--------------------------------- |  | -------------
|                                  |  | 2008         
|Tax benefit of net operating loss |  |              
|Less valuation allowance          |  |              
|                                  |  |              
|                                  |  |              
|                                  |  |              







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



F-11















Absolute
Potential, Inc.

Notes
to Financial Statements

September
30, 2008 and 2007





|                                          |  | September 30,
|----------------------------------------- |  | -------------
|                                          |  | 2008         
|                                          |  |              
|                                          |  |              
|Federal statutory rate                    |  |              
|Adjustments, Primarily State income taxes |  |              
|Change in valuation allowance for tax     |  |              
|benefit of net operating loss             |  |              
|                                          |  |              





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 currently utilized for tax purposes.



Note
5. Payroll Taxes



As of September
30, 2008 and 2007, the Company is delinquent in prior period payroll taxes, penalties and interest in the amount of $287,215.
The Company currently does not have an agreement with the Internal Revenue Service for payment of this liability. No penalties
or interest have been recorded since September 30, 2006



Note
6. Shareholders’ Equity





On September
30, 2007, the Company cancelled its unissued shares due from its 2002 Plan of Reorganization and transferred $539,983 to additional
paid in capital. As of September 30, 2008, the Company had approximately 275 record holders of their common stock and 646,176
shares of common stock outstanding.



There were
no recorded equity transactions for the year ended September 30, 2008.



Note
7. Subsequent Events



On October
17, 2011 the Commission sent a written communication requesting that the Company be deregistered. The Company has hired a third
party legal counsel to respond to the Commission’s request for deregistration hoping to continue as a registered filer.
On November 18, 2011 a preliminary hearing was held and the Company was granted a continuance until January 9, 2012 at which time
the judge will make a final ruling as to whether the Company’s stock will be deregistered or not.



F-12











Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



None.

Item
9A. Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



We maintain
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information
that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time
period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,
including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.



The Company’s Chief
Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2008. Based upon such evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2008, the Company’s disclosure
controls and procedures were ineffective. This conclusion by the Company’s Chief Executive Officer and Chief Financial
Officer does not relate to reporting periods after September 30, 2008.



Management’s
Report on Internal Control Over Financial Reporting



Under the
supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2008, based
on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial
situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set
by the Committee of Sponsoring Organizations of the Treadway Commission.



20















Our management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.



Based on
its evaluation as of September 30, 2008, our management concluded that our internal controls over financial reporting were ineffective
as of September 30, 2008. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely basis.



The material
weaknesses relate to the following:



|I. |  | There is a lack of formal policies and procedures necessary to adequately review significant
accounting transactions. Although the financial statements and footnotes are reviewed by management, the Company does not have
a formal policy to review significant accounting transactions and the accounting treatment of such transactions.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|II. |  | The Company does not have a formal audit committee with a financial expert, and thus
the Company lacks the board oversight role within the financial reporting process.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|III. |  | The current accounting staff is relatively small and does not have the required infrastructure
to meet the high demands of being a U.S. public company.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



In order
to mitigate these material weaknesses to the fullest extent possible, all financial reports are reviewed by an outside accounting
firm that is not our audit firm. All unexpected results are investigated. At any time, if it appears that any control can be implemented
to continue to mitigate such weaknesses, it will be immediately implemented.



This
annual report does not include an attestation report of the Company’s registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by our registered public
accounting firm in accordance with rules of the SEC that permit us to provide only management’s report in this Annual
Report on Form 10-K.



21















Changes
in Internal Control Over Financial Reporting



No change
in the Company’s internal control over financial reporting occurred during the period covered by this report that materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



Item
9B. Other Information.



None.









22















PART
III



Item
10. Directors, Executive Officers and Corporate Governance



The following
table sets forth certain information regarding our sole director and executive officer as of September 30, 2008.





|Name                |  | Age |    | Position
|------------------- |  | --- | -- | --------
|Thomas F. Duszynski |  |     | 53 |         
|                    |  |     |    |         





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.



Audit
Committee



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



Section
16(a) Beneficial Ownership Reporting Compliance



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



Based solely
upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d), and certain written representations
from our sole executive officer and director, we are 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
11. Executive Compensation



General



Our sole
executive officer did not receive any compensation during the years ended September 30, 2008 or 2007 and does not currently receive
any compensation.



23









Outstanding Equity Awards at September 30, 2008



There were
no executive officers' unexercised options at September 30, 2008. No shares of common stock were acquired upon exercise of options
during the fiscal year ended September 30, 2008.



Employment
Contracts



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



Compensation
of Directors



Our sole
director did not receive any compensation during the years ended September 30, 2008, and he does not currently receive any compensation.



Item
12. Security Ownership of Certain Beneficial Owners and Management



The following
table sets forth ownership information as of December 28, 2011 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           |         | Percentage of outstanding
|---------------------------------------------------- |  | --------------------------- | ------- | -------------------------
|Name                                                 |  | of beneficial ownership (1) |         | voting securities (2)    
|                                                     |  |                             |         |                          
|Thomas F. Duszynski                                  |  |                             | 549,760 |                          
|Augustine Fund, L.P. (3)                             |  |                             | 499,760 |                          
|PAC Funding LLC (4)                                  |  |                             | 50,000  |                          
|All executive officers and directors as a group (one |  |                             |         |                          
|person)                                              |  |                             | 549,760 |                          
|                                                     |  |                             |         |                          



(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 28, 2011 was calculated based on 646,176 shares of common stock outstanding.



(3) Thomas
F. Duszynski is a principal of Augustine Fund, L.P. Mr. Duszynski’s indirect holdings consist of 549,760 shares of common
stock, of which 499,760 shares of common stock are held by Augustine fund, L.P. Thus for the purpose of this table the shares
beneficially owned by Mr. Duszynski include the 499,760 shares beneficially owned by Augustine Fund, L.P.



(4) Thomas
F. Duszynski is a principal of Augustine Fund, L.P., which is a manager of PAC Funding LLC.



24

















Securities
Authorized for Issuance Under Equity Compensation Plans



We do not
have any securities authorized for issuance under equity compensation plans.



Changes
in Control



We do not
have any arrangements that may result in a change in control.



Item
13. Certain Relationships and Related Transactions, and Director Independence



We had no
transactions with related persons during our fiscal year ended September 30, 2008. We do not have a parent company. We have not
had a promoter at any time during the past five fiscal years.



Because
Mr. Duszynski serves as our chief executive officer and chief financial officer, he is not considered to be an “independent”
director under applicable independence standards or independence standards for committees set forth in The NASDAQ Stock Market’s
corporate governance standards. Mr. Duszynski is a principal of Augustine Fund, L.P.



Item
14. Principal Accountant Fees and Services



Audit
Fees



Fees
for audit services  were $12,980 and $0 for the fiscal years ended September 30, 2008 and 2007, respectively, including fees
associated with the annual audit, the reviews of our quarterly reports on Form 10-Q, and services in connection with
Commission filings.



Audit-Related
Fees



There were
no fees for audit related services for fiscal 2008 and fiscal 2007.



Tax Fees



There were
no fees for tax services, including tax compliance and tax advice in fiscal 2008 and fiscal 2007.



All Other
Fees



Fees for
all other services not included above were $0 for fiscal 2008 and fiscal 2007.



Effective
May 6, 2003, the Commission adopted rules that require that before our independent registered public accounting firm is engaged
by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:



•       approved
by our audit committee; or

•      
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.



25















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 2008,
the sole director approved 100% of the fees incurred.



Our sole
director has considered the nature and amount of the fees billed by our independent registered public accounting firm, and believes
that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of Sassetti
LLC.



PART
IV



Item
15. Exhibits and Financial Statement Schedules



(a)(1)
Financial Statement Schedules



Schedules
not included herein are omitted because they are inapplicable or not required or because the required information is given in
the financial statements and notes thereto.



(a)(2)
Exhibits



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





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

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



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



26













SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

|                                            |                             
|------------------------------------------- | ----------------------------
|ABSOLUTE POTENTIAL,
    INC.                |                             
|(Registrant)                                |                             
|                                            |                             
|                                            |                             
|By:  /s/ 
    Thomas F. Duszynski           | Date:  December
    28, 2011
|Thomas F. Duszynski                         |                             
|Chief Executive Officer,                    |                             
|Chief Financial Officer and Director        |                             
|(Principal Executive Officer and            |                             
|Principal Financial and Accounting Officer) |                             





27















EXHIBIT
INDEX

|Exhibit | Description                                                                                             
|------- | --------------------------------------------------------------------------------------------------------
|        |                                                                                                         
|        |                                                                                                         
|        |                                                                                                         
|14      | Form
    of Code of Ethics (incorporated by reference to Exhibit 10.2 to Form 10-KSB filed May 20, 2005)
|        |                                                                                                         
|31.1    | Certification
    of CEO/CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                  
|        |                                                                                                         
|32.1    | Certification
    of CEO/CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  
|        |                                                                                                         
|        |                                                                                                         
|28     
|        |