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, 2011

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED ON September 30, 2012

	OR

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

[ ] 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 [ X] 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 [X ]~~

Yes [ ] No [X]

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, ~~2011~~2012 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 ~~January 6~~December 28, 2012, 646,176 shares of the registrant’s common stock, par value of $0.0001, were outstanding.

Table of Contents

	~~Page~~	Page
PART I
Item 1. Business	4	3
Item 2. Properties	11	11
Item 3. Legal Proceedings	11	11
PART II
Item 4. Mine Safety Disclosures		11
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
PART II
and Issuer Purchases of Equity Securities	12
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of		12
Item 6. Selected Financial Data	12
Equity Securities
Item 7. Management's Discussion and Analysis of Financial Condition and Results Operations	13
Item 6. Selected Financial Data		12
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	17
Item 7. Management's Discussion and Analysis of Financial Condition and Results Operations		13
Item 8. Financial Statements and Supplementary Data	18
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		17
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 8. Financial Statements and Supplementary Data		18
Item 9A. Controls and Procedures	19
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		29
Item 9B Other Information	20
Item 9A. Controls and Procedures		29
PART III
Item 9B Other Information		30
Item 10. Directors, Executive Officers and Corporate Governance	21
PART III
Item 11. Executive Compensation	21
Item 10. Directors, Executive Officers and Corporate Governance		31
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 11. Executive Compensation		31
Item 13. Certain Relationships and Related Transactions, and Director Independence	23
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder		32
Item 14. Principal Accountant Fees and Services	23
Matters
PART IV
Item 13. Certain Relationships and Related Transactions, and Director Independence		33
Item 15. Exhibits and Financial Statement Schedules	24
Item 14. Principal Accountant Fees and Services		33
SIGNATURES	25
PART IV
Item 15. Exhibits and Financial Statement Schedules		34
SIGNATURES		35

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.

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.

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.

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.

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

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

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

(iii) Strength of management;

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

(v) Other relevant factors.

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

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

Form of Acquisition

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

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

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

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~~ registration statement used to register securities issued under employee benefit plans) until 60 days after it ceases to be a shell company;

must include current Form 10 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 ~~these~~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~~ 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~~ could be traded for up to 75 days with investors having little or no access to vital information about the acquired private company.

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;~~9

~~ensure~~prohibit ~~directors,~~all ~~officers~~personal ~~and~~loans ~~10%~~to ~~holders~~directors ~~file~~and ~~their Forms 4s within two days of a transaction~~officers;

~~adopt~~ensure adirectors, ~~code~~officers ofand ~~ethics~~10% ~~and~~holders file atheir ~~Form~~Forms ~~8-K~~4s ~~whenever~~within ~~there~~two isdays ~~a change or waiver~~ of ~~this~~a ~~code~~transaction; ~~and~~

~~ensure~~adopt ~~our~~a ~~auditor~~code of ethics and file a Form 8-K whenever there is ~~independent~~a aschange or ~~defined~~waiver byof ~~SOX.~~this code; and

9ensure 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 thereunder. 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.

Employees

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

Item 2. 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~~Administrative ~~was~~Law ~~granted~~Judge set a ~~continuance~~schedule ~~until~~for ~~January~~the Commission and the Company to submit written motions in 9,support ~~2012~~of attheir ~~which~~position ~~time~~on the ~~judge~~issue ~~will~~of ~~make~~the aCompany’s ~~final~~registration. Following ~~ruling~~the assubmission toof ~~whether~~these motions, the Administrative Law Judge issued an initial decision on February 15, 2012 revoking the Company’s ~~stock~~registration. ~~will~~The beCompany appealed ~~deregistered~~that orinitial ~~not~~decision to the Commission and requested an oral argument before the Commission. The oral argument was completed in June. The appeal is currently pending. The request may take 6-9 months before the Commission will respond.

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.

11Item 4. Mine Safety Disclosures

~~PART II~~Not applicable

~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~11

~~Common Stock~~PART ~~Information~~II

~~Our common~~Common ~~stock~~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.Information

~~Recent~~As of September 30, 2012, we had approximately 275 record holders ~~Sales~~of our common stock and 646,176 shares of ~~Unregistered~~common ~~Securities~~stock outstanding.

~~None~~Our common stock has previously been traded on the OTC Bulletin Board under the symbol "VCLL" and was delisted from the OTC Bulletin Board on August 11, 2003, and there is currently no public trading market for our common stock. On December 28, 2012, there was no bid price for our common stock.

~~Dividends~~Recent Sales of Unregistered Securities

~~We have not paid any dividends since our inception, and we do not foresee declaring any dividends in the foreseeable future~~None.

~~Securities Authorized for Issuance Under Equity Compensation Plans~~Dividends

~~None~~We have not paid any dividends since our inception, and we do not foresee declaring any dividends in the foreseeable future.

~~Item 6.~~Securities ~~Selected~~Authorized ~~Financial~~for ~~Data.~~Issuance Under Equity Compensation Plans

~~Not Required~~None.

12Item 6. Selected Financial Data.

~~Item 7.~~Not ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~Required.

~~Plan of Operation--Introduction~~12

WeItem ~~were incorporated in Florida in August 1993~~7. InManagement’s ~~November~~Discussion ~~2001,~~and weAnalysis ~~filed a voluntary petition for reorganization under Chapter 11~~ of ~~the~~ U.Financial S.Condition 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 weResults ~~commenced implementation~~ of ~~the Plan on that date, distributions of common stock to our pre-bankruptcy creditors did not occur until July 31, 2003.~~Operation

~~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.Operation--Introduction

~~Prior~~We ~~to the~~were ~~Merger,~~incorporated wein ~~had~~Florida noin ~~material~~August ~~assets, liabilities or business operations~~1993. In ~~substance,~~November 2001, we ~~were~~filed a ~~publicly~~voluntary ~~held~~petition ~~shell~~for ~~corporation whose~~reorganization ~~sole~~under ~~business~~Chapter ~~activity~~11 ~~was~~of the ~~search~~U. ~~for~~S. aBankruptcy ~~suitable~~Code ~~business~~with ~~opportunity~~the U.S. ~~Because~~Bankruptcy Court. On August 30, 2002, the ~~effects~~United ofStates Bankruptcy Court for the ~~Merger~~Middle ~~have~~District ~~been~~of ~~unwound~~Florida, ~~and~~ ~~because~~Tampa weDivision, noCase ~~longer~~No. ~~have~~01-20854-8G1 issued ~~any~~an ~~ownership~~order ~~interest~~confirming inour ~~Merger~~Plan ~~Sub~~of ~~and~~Reorganization ~~therefore~~under noChapter ~~longer~~11 ~~engage~~of in the ~~type~~Bankruptcy Code, dated as of ~~business~~February ~~previously engaged~~25, in2002 by(the "Plan"). Although the ~~Merger~~Plan ~~Sub~~became effective on August 30, ~~this~~2002 ~~Annual~~and ~~Report~~we commenced implementation of the Plan on ~~Form~~that 10date, distributions of common stock to our pre-Kbankruptcy ~~will~~creditors ~~treat~~did usnot asoccur auntil ~~publicly~~July ~~held~~31, ~~shell~~2003.

WeIn ~~are~~July ~~a company~~2003, ~~that~~we ischanged ~~intended~~our name to ~~serve~~Absolute asWaste aServices, ~~vehicle~~Inc. On ~~for~~August ~~the~~23, ~~acquisition~~2003, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Absolute Industries, LLC, a ~~target~~Texas ~~business~~limited liability company, pursuant to which weAbsolute ~~believe~~Industries, ~~has~~LLC ~~significant~~merged ~~growth potential.~~into Weour ~~are~~newly ~~not~~formed ~~presently~~wholly ~~engaged~~owned insubsidiary (the "Merger Sub"), with the Merger Sub being the surviving entity and wesucceeding ~~will~~to ~~not~~the ~~engage~~business inoperations of Absolute Industries, ~~any~~LLC ~~substantive~~(the ~~commercial~~"Merger"). ~~business~~In ~~for~~June an2004, ~~indefinite~~we ~~period~~and the former members of Absolute Industries, LLC agreed to unwind the effects of ~~time.~~the ~~While~~Merger, wefor ~~may~~each ~~seek~~party to ~~effect~~return ~~business~~to ~~combinations~~the ~~with~~other ~~more~~party ~~than~~the ~~one~~consideration ~~target~~received ~~business~~in connection with the Merger, and weto ~~will~~release ~~probably~~each ~~have~~other from all claims relating to the ~~ability~~Merger Agreement and the Merger. In connection with this transaction, asall aof ~~result~~the issued and outstanding stock of ~~our~~the ~~limited~~Merger ~~resources,~~Sub was transferred to ~~effect~~the ~~only~~former amembers ~~single~~of ~~business~~Absolute ~~combination~~Industries, LLC.

~~Current~~Prior to the Merger, we had no material assets, liabilities or business ~~Trends~~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 report on the Form 10-Q will treat us as a publicly held shell.

AsWe are a ~~result of~~company ~~the~~that ~~recent~~is ~~declines~~intended into ~~the~~serve ~~United~~as ~~States~~a ~~equity~~vehicle ~~markets,~~for ~~many~~the acquisition ~~privately~~of ~~held~~a ~~companies~~target ~~have~~business ~~been~~which ~~shut~~we ~~off~~believe ~~from~~has ~~the~~significant ~~public~~growth ~~marketplace~~potential. ~~Additionally,~~ asWe ~~the~~are ~~economy~~not ~~has~~presently ~~slowed~~engaged in, ~~many~~and ~~companies~~we ~~are~~will not ~~attempting~~engage toin, ~~divest~~any ~~non-core~~substantive ~~assets~~commercial ~~and~~business ~~divisions.~~for ~~Due~~an toindefinite ~~these~~period ~~factors, we~~of ~~believe~~time. ~~that~~While ~~there~~we ~~are~~may ~~substantial~~seek ~~opportunities~~ to effect ~~attractive~~business ~~acquisitions~~combinations with ~~and~~more ~~that,~~than asone atarget ~~public entity~~business, we ~~are~~will ~~well positioned~~probably tohave ~~identify~~the ~~target~~ability, ~~acquisitions~~as ~~and~~a toresult ~~effect~~of aour ~~business~~limited ~~combination~~resources, to ~~take~~effect ~~advantage~~only ofa ~~these~~single business ~~current trends~~combination.

13Current Trends

~~Effecting~~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 ~~Business~~public ~~Combination~~entity, we are well positioned to identify target acquisitions and to effect a business combination to take advantage of these current trends.

~~General~~13

AEffecting ~~business combination may involve the acquisition of, or merger with,~~ a ~~company~~Business 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.Combination

~~No Target Business or Target Industry Identified~~General

~~Our~~A ~~efforts in identifying a prospective target~~ business ~~will~~combination ~~not be limited to a particular industry and we~~ may ~~ultimately~~involve 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~~acquisition ~~States~~of, weor ~~are not limited to those entities~~merger ~~and may consummate a business combination~~ with, a ~~target~~company ~~business~~that ~~outside~~does ofnot ~~the~~need ~~United~~substantial ~~States.~~additional ~~Accordingly,~~capital ~~there~~but isthat nodesires ~~basis~~ to ~~evaluate~~establish ~~the~~a ~~possible~~public ~~merits~~trading ormarket ~~risks~~for ofits shares, ~~the~~while ~~target~~avoiding ~~business~~what orit ~~the particular industry in which we~~ may ~~ultimately~~deem ~~operate. To~~to ~~the~~be ~~extent~~adverse weconsequences ~~effect~~of aundertaking ~~business combination with~~ a ~~financially~~public ~~unstable~~offering ~~company~~itself. orThese aninclude ~~entity in its early stage of development~~time ~~or growth~~delays, ~~including~~significant ~~entities~~expense, ~~without~~loss ~~established records~~ of ~~sales~~voting orcontrol ~~earnings, we may be affected by numerous risks inherent in the business~~ and ~~operations~~compliance ofwith ~~financially~~various ~~unstable~~federal and ~~early~~state ~~stage~~securities ~~or potential emerging growth companies~~laws. In ~~addition, to~~ the ~~extent that we effect~~ alternative, a business combination ~~with~~may aninvolve ~~entity in an industry characterized by~~ a ~~high~~company ~~level~~which ~~of risk, we~~ may be ~~affected~~ byfinancially ~~the~~unstable ~~currently~~or ~~unascertainable~~in ~~risks~~its ofearly ~~that~~stages ~~industry. An extremely high level~~ of ~~risk~~development ~~frequently~~or ~~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~~No Target ~~Businesses~~Business or Target Industry Identified

WeOur ~~anticipate that~~efforts in identifying a prospective target business ~~candidates~~ will not be ~~brought~~limited to ~~our~~a ~~attention~~particular ~~from~~industry ~~various~~and ~~unaffiliated~~we ~~sources,~~may ~~including~~ultimately ~~securities~~acquire ~~broker-dealers~~a business in any industry we deem appropriate. To date, we have ~~investment~~not ~~bankers,~~selected ~~venture~~any ~~capitalists,~~target ~~bankers~~business ~~and~~on ~~other~~which ~~members~~to ofconcentrate ~~the~~our ~~financial~~search ~~community,~~for ~~who~~a ~~may~~business ~~present~~combination. ~~solicited~~While orwe ~~unsolicited~~intend to focus on target ~~proposals.~~businesses ~~Our~~in ~~sole~~the ~~executive~~United ~~officer~~States, ~~and~~we ~~his~~are ~~affiliates~~not limited to those entities and may ~~also~~consummate ~~bring~~a tobusiness ~~our~~combination ~~attention~~with a target business outside ~~candidates~~of the United States. ~~While~~Accordingly, ~~we do~~there ~~not~~is ~~presently~~no ~~anticipate~~basis ~~engaging~~to evaluate the ~~services~~possible merits or risks of ~~professional~~the ~~firms~~target ~~that~~business ~~specialize~~or the particular industry in which we may ultimately operate. To the extent we effect a business ~~acquisitions~~combination onwith ~~any~~a ~~formal~~financially unstable ~~basis~~company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may ~~engage~~be ~~these~~affected ~~firms~~by numerous risks inherent in the ~~future~~business and operations of financially unstable and early stage or potential emerging growth companies. In addition, into ~~which~~the ~~event~~extent that we ~~may~~effect ~~pay~~ a ~~finder's~~business ~~fee~~combination orwith ~~other~~an ~~compensation.~~entity Wein doan ~~not~~industry ~~currently~~characterized ~~intend~~by toa ~~pay~~high ~~our~~level ~~existing~~of ~~officer~~risk, orwe ~~our~~may ~~shareholders~~be oraffected ~~any~~by ~~entity~~the ~~with~~currently ~~which~~unascertainable ~~they~~risks ~~are~~of ~~affiliated~~that ~~any~~industry. ~~finder's~~An ~~fee~~extremely orhigh ~~other~~level of ~~compensation~~risk ~~for~~frequently ~~services~~characterizes ~~rendered~~many toindustries uswhich ~~prior~~experience torapid orgrowth. inIn ~~connection~~addition, ~~with~~although our management will endeavor to evaluate the ~~consummation~~risks ofinherent in a particular industry or target business, ~~combination~~there can be no assurance that we will properly ascertain or assess all significant risk factors.

~~Selection~~ Sources of a Target ~~Business and Structuring of a Business Combination~~ Businesses

~~Although the~~We ~~fair~~anticipate ~~market~~that ~~value~~target ofbusiness candidates will be brought to our ~~target~~attention ~~business~~from ~~must~~various ~~comply~~unaffiliated ~~with~~sources, ~~statutory~~including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial ~~parameters~~community, wewho ~~will~~may ~~have~~present ~~virtually~~solicited ~~unrestricted flexibility~~or inunsolicited ~~identifying~~proposals. Our sole executive officer and ~~selecting~~his aaffiliates ~~prospective~~may also bring to our attention target business candidates. InWhile ~~evaluating~~we ado ~~prospective~~not ~~target~~presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we ~~will~~may ~~consider~~engage these firms in the future, ~~among~~in which event we may pay a finder's fee or other ~~factors,~~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 ~~following:~~consummation of a business combination.

~~• financial~~Selection ~~condition~~of a Target Business and ~~results~~Structuring of ~~operation;~~a Business Combination

• Although the fair market value of our target business must comply ~~growth~~with ~~potential;~~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:

~~• experience~~· ~~and~~financial ~~skill~~condition ~~of management~~ and ~~availability~~results of ~~additional personnel~~operation;

~~• capital~~· ~~requirements~~growth potential;

14· experience and skill of management and availability of additional personnel

~~• competitive~~· ~~position~~capital requirements;

~~• stage~~· ofcompetitive ~~development of the target business's products, processes or services~~position;

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

~~• proprietary~~· ~~features and~~ degree of ~~intellectual~~current ~~property~~ or ~~other~~potential ~~protection~~market acceptance of the target business's products, processes or services;

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

~~• costs~~· ~~associated~~regulatory ~~with~~environment ~~effecting~~of the ~~business~~industry; ~~combination.~~and

~~These~~· ~~criteria are~~costs ~~not~~associated ~~intended~~with toeffecting ~~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.14

~~The~~These ~~time and~~criteria ~~costs~~are ~~required~~not intended to ~~select~~be ~~and~~exhaustive. ~~evaluate~~Any evaluation relating to the merits of a ~~target~~particular business ~~and~~combination will be based, to ~~structure~~the ~~and~~extent ~~complete~~relevant, on the ~~business~~above ~~combination~~factors ~~cannot~~as ~~presently~~well beas ~~ascertained~~other ~~with~~considerations ~~any~~deemed ~~degree~~relevant ofby ~~certainty.~~our ~~Any~~management ~~costs~~in ~~incurred~~effecting ~~with~~a ~~respect~~business tocombination ~~the~~consistent ~~identification~~with ~~and~~our ~~evaluation~~business ofobjective. In evaluating a prospective target business, ~~with~~we ~~which~~plan ato ~~business~~conduct ~~combination~~an isextensive ~~not~~due ~~ultimately~~diligence ~~completed~~review which will ~~result~~encompass, inamong aother things, ~~loss~~meetings towith usincumbent management and ~~reduce~~inspection ~~the~~of ~~amount~~ facilities, as well as review of ~~capital~~financial ~~available~~and toother ~~otherwise~~information ~~complete~~which will abe ~~business~~made ~~combination~~available to us.

~~Rights~~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 ~~Dissenting~~the ~~Shareholders~~business combination.

AThe ~~business combination~~time ~~may~~and ~~require~~costs ~~the~~required ~~approval~~to ofselect ~~the~~and ~~holders~~evaluate ofa ~~the~~target ~~outstanding~~business and ~~shares~~to ofstructure ~~both~~and ~~participating~~complete ~~companies.~~the ~~Shareholders who vote against a~~ business combination incannot ~~certain~~presently ~~instances may~~ be ~~entitled~~ascertained towith ~~dissent~~any ~~and~~degree toof ~~obtain payment for their shares~~certainty. ~~The~~Any costs ~~requirement~~incurred ofwith ~~approval~~respect ~~of our shareholders in any business combination may be limited~~ to ~~those~~the ~~transactions~~identification ~~identified~~and asevaluation aof ~~merger or~~ a ~~consolidation.~~prospective Wetarget ~~may~~business ~~enter~~with ~~into~~which a business combination ~~that would~~ is not ~~require~~ultimately ~~the~~completed ~~approval~~will ofresult ~~our shareholders,~~ in ~~which case~~a ~~our~~loss ~~shareholders may not be entitled~~ to ~~dissent~~us and ~~obtain~~reduce ~~payment for their shares. Accordingly, unless~~ the ~~acquisition requires~~amount ~~shareholder~~of ~~approval,~~capital weavailable ~~will~~to ~~not~~otherwise ~~provide~~complete ~~shareholders with~~ a ~~disclosure document containing audited or unaudited financial~~business ~~statements prior to such acquisition~~combination.

~~Prior~~Rights 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 aDissenting ~~proxy statement which will be distributed to shareholders at least 20 days prior to any shareholder's meeting.~~Shareholders

15A 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.

~~Competition~~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.

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.Competition

~~Any~~In ofidentifying, ~~these~~evaluating and selecting a target business, we expect ~~obligations~~to ~~may~~encounter ~~place~~intense uscompetition atfrom other entities having a ~~competitive~~business ~~disadvantage~~objective insimilar ~~successfully~~to ~~negotiating~~ours. aMany of these entities are well established and have extensive experience identifying and effecting business ~~combination~~combinations directly or through affiliates. ~~Our~~Many of ~~management~~these ~~believes~~competitors possess greater technical, ~~however,~~ ~~that~~human and other resources than us and our ~~status~~financial asresources awill ~~public~~be ~~entity~~relatively limited ~~and~~when contrasted with those of many of these competitors. While we believe there are numerous potential ~~access~~target businesses that we could acquire, our ability to ~~the~~compete ~~United~~in ~~States~~acquiring ~~public~~certain ~~equity~~sizable ~~markets~~target ~~may~~businesses ~~give~~will usbe alimited ~~competitive~~by our available financial resources. This inherent competitive limitation gives others an advantage ~~over~~in ~~privately-held~~pursuing ~~entities~~the ~~having~~acquisition of a ~~similar~~target business. ~~objective~~Further, if aswe usneed into ~~acquiring~~seek ashareholder ~~target~~approval of a business ~~with~~combination, ~~significant growth~~it ~~potential~~may ondelay ~~favorable~~the ~~terms~~completion of a transaction.

~~Results of Operations~~15

~~Year~~Any of these obligations may place us at a competitive disadvantage ~~Ended~~in ~~September~~successfully 30negotiating a business combination. Our management believes, ~~2011~~however, ~~compared~~that our status as a public entity and potential access to ~~Year~~the ~~Ended~~United ~~September~~States ~~30,~~public ~~2010~~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.

	Year Ended September 30,
	2011			2010			Change
Operating revenues	$	—		$	—		$	—		—
Selling, general and administrative		15,961			2,083			13,878		666	%
Net loss	$	(15,961	)	$	(2,083	)	$	(13,878	)	666	%

Results of Operations

~~Selling, General~~Year ~~and~~Ended ~~Administrative: Selling, general and administrative expenses were $15,961 for the year ended~~ September 30, ~~2011,~~ an2012 ~~increase~~Compared ~~of $13,878 or 666%, compared~~ to ~~$2,083~~Year ~~for~~Ended ~~the year ended~~ September 30, ~~2010. The increase is due to an increase in professional services rendered.~~2011

Liquidity and Capital Resources

		Year Ended September 30,
		2012			2011			Change

Operating revenues	$	—		$	—		$	—		—

Selling, general and administrative		193,195			15,961			177,234		1110	%

Net loss	$	(193,195	)	$	(15,961	)	$	(177,234	)	1110	%

WeSelling, doGeneral ~~not have~~and ~~sufficient~~Administrative: ~~funds~~Selling, togeneral ~~engage~~and administrative inexpenses ~~significant~~were ~~operating~~$193,195 ~~activities.~~for ~~Our~~the ~~future~~year ~~operating~~ended ~~activities~~September ~~are~~30, ~~expected~~2012, toan beincrease ~~funded by~~of ~~loans~~$177,234 ~~from~~and a1,110%, ~~major~~compared ~~shareholder.~~to ~~However~~$15,961 for ~~none~~the ofyear ~~our~~ended ~~shareholders~~September ~~has~~30, ~~any~~2011. ~~obligation~~The increase is due to ~~provide~~accounting, ~~such~~legal, ~~loans~~auditing, toand usfiling fees.

AsLiquidity ~~of September 30, 2011, we have accounts payable of $52,529, a payroll tax obligation of $287,215~~ and aCapital shareholder advance of $790,722. 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.Resources

~~Critical~~We do not have sufficient funds to engage in significant operating ~~Accounting~~activities. ~~Policies~~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.

~~Our~~As ~~audited financial~~of ~~statements~~September ~~have~~30, ~~been~~2012, ~~prepared~~we inhave ~~accordance~~accounts ~~with~~payable ~~accounting~~of ~~policies~~$55,161, ~~generally~~a payroll ~~accepted~~tax inobligation ~~the United States. The preparation~~ of ~~these~~$287,215 ~~financial~~and ~~statements~~a ~~requires~~shareholder usadvance toof ~~make~~$981,165. ~~estimates~~We ~~and~~do ~~assumptions~~not ~~that~~have ~~affect~~sufficient ~~the~~cash ~~assets~~reserves ~~and~~to ~~liabilities~~satisfy ~~at the date~~these ofamounts. ~~the~~We ~~financial~~anticipate ~~statements~~that ~~and~~we ~~the~~will ~~reported~~need ~~amounts~~to ofborrow ~~revenues~~funds ~~and~~from ~~expenses~~a ~~during~~major ~~the~~shareholder ~~reporting~~in ~~period.~~order Weto ~~believe~~satisfy ~~the~~these ~~following~~obligations. However, ~~critical~~none ~~accounting~~of ~~policies~~our ~~require~~shareholders ~~significant~~has ~~judgments,~~any ~~estimates~~obligation ~~and~~to ~~assumptions~~provide ~~used~~such inloans ~~the~~to ~~preparation of the financial statements~~us.

16Critical Accounting Policies

WeOur ~~may~~financial ~~issue stock~~statements have been prepared in ~~lieu~~accordance ofwith ~~cash~~accounting policies ~~for~~generally ~~certain~~accepted ~~transactions~~in the United States. The ~~fair~~preparation ~~value~~ of ~~our~~these ~~common~~financial ~~stock,~~statements ~~which~~requires isus ~~based~~to onmake ~~comparable~~estimates ~~cash purchases~~and orassumptions that affect the ~~value~~assets and liabilities at the date of ~~services,~~the ~~whichever~~financial isstatements ~~more~~and ~~readily~~the ~~determinable~~reported amounts of revenues and expenses during the reporting period. We believe the following critical accounting policies require significant judgments, estimates isand assumptions used toin ~~value~~the preparation of the ~~transaction~~financial statements.

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.16

~~Material~~We issue stock in lieu of cash for certain transactions. The fair ~~Off-Balance~~value ~~Sheet~~of ~~Arrangements~~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.

WeDeferred ~~have~~tax assets and liabilities are recognized for the estimated nofuture ~~material~~tax ~~off-balance~~consequences ~~sheet~~attributable ~~arrangements~~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.

~~Item 7A.~~Material ~~Quantitative~~Off-Balance ~~and~~Sheet ~~Qualitative Disclosures About Market Risk~~Arrangements

~~Not~~We ~~applicable to~~have ~~smaller~~no ~~reporting~~material ~~companies~~off-balance sheet arrangements.

17Item 7A. Quantitative and Qualitative Disclosures About Market Risk

~~Item 8.~~Not ~~Financial~~applicable ~~Statements~~to ~~and~~smaller ~~Supplementary~~reporting ~~Data~~companies.

~~ABSOLUTE POTENTIAL, INC.~~ 17

Item 8. Financial Statements and Supplementary Data

~~For The~~ABSOLUTE ~~Years Ended September 30~~POTENTIAL, ~~2011~~INC. ~~and 2010~~

~~Contents~~Financial Statements

		Page
	Report of Independent Registered Public Accounting Firm (Sassetti LLC)	F-1
	Financial Statements:
	Balance Sheets as of September 30, 2011 and 2010	F-2
	Statements of Operations for the years ended September 30, 2011 and 2010	F-3
	Statement of Changes in Stockholders' Equity (Deficit) for the years ended September 30, 2010 and 2011	F-4
	Statements of Cash Flows for the years ended September 30, 2011 and 2010	F-5
	Notes to Financial Statements	F-6

For The Years Ended September 30, 2012 and 2011

18Contents

Report of Independent Registered Public Accounting Firm

		Page

Report of Independent Registered Public Accounting Firm (Sassetti LLC)		19

Financial Statements:

Balance Sheets as of September 30, 2012 and 2011		20

Statements of Operations for the years ended September 30, 2012 and 2011		21

Statement of Changes in Stockholders' Equity (Deficit) for the years ended September 30, 2012 and 2011		22

Statements of Cash Flows for the years ended September 30, 2012 and 2011		23

Notes to Financial Statements		24

~~Board of Directors~~18

~~Absolute Potential,~~Report ~~Inc.~~of Independent Registered Public Accounting Firm

~~Chicago, Illinois~~Board of Directors

~~We have audited the accompanying balance sheets of~~ Absolute Potential, Inc. as of September 30, 2011 and 2010, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the years ended September 30, 2011 and 2010. 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required at this timeChicago, 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.Illinois

InWe ~~our~~have ~~opinion, the~~audited ~~financial statements referred to above present fairly, in all material respect,~~ the ~~financial~~accompanying ~~position~~balance sheets of Absolute Potential, Inc. as of September 30, ~~2011and~~2012 ~~2010~~and 2011, and the ~~results~~related statements of ~~its~~ operations, ~~and~~changes ~~its~~in stockholders' deficit, and cash flows for the years ended September 30, 2012 and 2011. These financial statements are the responsibility of the management of Absolute ~~and~~Potential, ~~2010~~Inc. inOur ~~conformity~~responsibility ~~with~~is ~~United~~to ~~States~~express ~~generally~~an ~~accepted~~opinion ~~accounting~~on ~~principles~~these financial statements based on our audits.

~~The~~We ~~accompanying financial~~conducted ~~statements~~our ~~have~~audits ~~been~~in ~~prepared~~accordance ~~assuming~~with ~~that~~ the ~~company~~standards ~~will~~of ~~continue~~the Public asCompany aAccounting ~~going~~Oversight ~~concern~~Board (United States). AsThose ~~discussed~~standards inrequire ~~Note~~that 1,we plan and perform the audits to obtain ~~Company~~reasonable ~~incurred~~assurance aabout ~~net~~whether ~~loss~~the financial statements are free of ~~$15,961~~material ~~during~~misstatement. ~~the~~The ~~year~~company ~~ended~~is ~~September~~not 30required at this time, ~~2011~~to ~~and~~have, ~~has~~nor anwere ~~accumulated~~we ~~deficit~~engaged ofto $1perform,~~755,755~~ ~~at September~~an ~~30,~~audit ~~2011~~of its internal control over financial reporting. ~~These~~Our ~~factors,~~audits ~~among~~included ~~others~~consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but ~~raise~~not ~~substantial~~for ~~doubt~~the ~~about~~purpose of expressing an opinion on the effectiveness of the Company's ~~ability~~internal tocontrol ~~continue~~over asfinancial areporting. Accordingly, ~~going~~we ~~concern~~express no such opinion. ~~Management's~~ ~~plans~~An inaudit ~~regard~~includes toexamining, ~~these~~on ~~matters~~a ~~are~~test ~~also~~basis, ~~described~~evidence insupporting ~~Note~~the 1.amounts ~~The~~and disclosures in the financial statements. doAn ~~not~~audit ~~include~~also ~~any~~includes ~~adjustments~~assessing the accounting principles used and significant estimates made by ~~that~~management, ~~might~~as ~~result~~well ~~from~~as evaluating the ~~outcome~~overall offinancial ~~this~~statement ~~uncertainty~~presentation. We believe that our audits provide a reasonable basis for our opinion.

~~/s/~~In ~~Sassetti~~our opinion, the financial statements referred to above present ~~LLC~~fairly, in all material respect, the financial position of Absolute Potential, Inc. as of September 30, 2012 and 2011 and the results of its operations and its cash flows for the years ended September 30, 2012 and 2011 in conformity with United States generally accepted accounting principles.

~~Sassetti~~The accompanying financial statements have been prepared assuming ~~LLC~~that the company will continue as a going concern. As discussed in Note 1, the Company incurred a net loss of $193,195 during the year ended September 30, 2012 and has an accumulated deficit of $1,948,950 at September 30, 2012. 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.

~~Oak~~/s/ ~~Park, Illinois~~Sassetti LLC

~~January 6,~~Sassetti ~~2012~~LLC

~~F-1~~Oak Park, Illinois

Absolute Potential, Inc.
Balance Sheets
	September 30,			September 30,
	2011			2010
Assets
Current assets:
Cash	$	147		$	386
Total Assets	$	147		$	386
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	52,529		$	67,952
Accrued payroll taxes		287,215			287,215
Total Current Liabilities		339,744			355,167
Long-term advances from related party		790,722			759,577
Total Liabilities		1,130,466			1,114,744
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		64			64
Additional paid-in capital		625,372			625,372
Accumulated deficit		(1,755,755	)		(1,739,794	)
Total Stockholders' Deficit		(1,130,319	)		(1,114,358	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	147		$	386

December 28, 2012

~~The accompanying notes are an integral part of these financial statements.~~19

F-2

Absolute Potential, Inc.
Balance Sheets

	September 30,			September 30,
	2012			2011

Assets
Current assets:
Cash	$	27		$	147
Total Assets	$	27		$	147

Liabilities and Stockholders' Deficit

Current liabilities
Accounts payable	$	55,161		$	52,529
Accrued payroll taxes		287,215			287,215
Total Current Liabilities		342,376			339,744

Long-term convertible advances from related party		981,165			790,722
Total Liabilities		1,323,541			1,130,466

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		64			64
Additional paid-in capital		625,372			625,372
Accumulated deficit		(1,948,950	)		(1,755,755	)
Total Stockholders' Deficit		(1,323,514	)		(1,130,319	)

Total Liabilities and Stockholders' Deficit	$	27		$	147

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

Absolute Potential, Inc.
Statements of Operations
	Year Ended September 30,
	2011			2010
Operating revenues	$	—		$	—
Selling, general and administrative		15,961			2,083
Net loss	$	(15,961	)	$	(2,083	)
Net loss per share - basic and diluted	$	(0.02	)	$	(0.00	)
Weighted average number of common shares
outstanding - basic and diluted		646,176			646,176

~~The accompanying~~Absolute ~~notes~~Potential, ~~are~~Inc. anStatements ~~integral part~~ of ~~these financial statements.~~Operations

F-3

		Year Ended September 30,
		2012			2011

Operating revenues	$	—		$	—

Selling, general and administrative		193,195			15,961

Net loss	$	(193,195	)	$	(15,961	)

Net loss per share - basic and diluted	$	(0.30	)	$	(0.02	)

Weighted average number of common shares
outstanding - basic and diluted		646,176			646,176

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

Absolute Potential, Inc.
Statement of Changes in Stockholders' Equity (Deficit)
Years Ended September 30, 2010 and 2011
	Series A
	Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		capital		Deficit			(Deficit)
Balance, September 30, 2009		—	$	—		646,176	$	64	$	625,372	$	(1,737,711	)	$	(1,112,275	)
Net loss												(2,083	)		(2,083	)
Balance, September 30, 2010		—	$	—		646,176	$	64	$	625,372	$	(1,739,794	)	$	(1,114,358	)
Net loss		—		—		—		—		—		(15,961	)		(15,961	)
Balance, September 30, 2011		—	$	—		646,176	$	64	$	625,372	$	(1,755,755	)	$	(1,130,319	)

~~The~~Absolute ~~accompanying~~Potential, ~~notes~~Inc. ~~are~~Statement ~~an integral part~~ of ~~these~~Changes ~~financial~~in ~~statements.~~Stockholders' Deficit

F-4

	Series A Common Preferred Stock			Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount	Shares		Amount		capital		Deficit			Deficit

Balance, September 30, 2010	—	$	—	646,176	$	64	$	625,372	$	(1,739,794	)	$	(1,114,358	)

Net loss	—		—	—		—		—		(15,961	)		(15,961	)

Balance, September 30, 2011	—	$	—	646,176	$	64	$	625,372	$	(1,755,755	)	$	(1,130,319	)

Net loss	—		—	—		—		—		(193,195	)		(193,195	)

Balance, September 30, 2012	—	$	—	646,176	$	64	$	625,372	$	(1,948,950	)	$	(1,323,514	)


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

Absolute Potential, Inc.
Statements of Cash Flows
	Year Ended September 30,
	2011			2010
Cash Flows from Operating Activities:
Net loss	$	(15,961	)	$	(2,083	)
Adjustment to reconcile net loss to net cash used in operating activities:
Accounts payable		(15,423	)		243
Net cash used in operating activities		(31,384	)		(1,840	)
Cash Flows from Financing Activities:
Proceeds from advances from related party		31,145			2,123
Net cash provided by financing activities		31,145			2,123
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS		(239	)		283
CASH & CASH EQUIVALENTS, BEGINNING BALANCE		386			103
CASH & CASH EQUIVALENTS, ENDING BALANCE	$	147		$	386
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

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

Absolute Potential, Inc.
Statements of Cash Flows

		Year Ended September 30,
		2012			2011

Cash Flows from Operating Activities:
Net loss	$	(193,195	)	$	(15,961	)
Adjustment to reconcile net loss to net cash used in operating activities
Increase (decrease) in accounts payable		2,632			(15,423	)
Net cash used in operating activities		(190,563	)		(31,384	)

Cash Flows from Financing Activities:
Proceeds from long-term advances from related party		190,443			31,145
Net cash provided by financing activities		190,443			31,145

NET DECREASE IN CASH		(120	)		(239	)

CASH , BEGINNING BALANCE		147			386

CASH , ENDING BALANCE	$	27		$	147

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

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

~~F-5~~23

~~ABSOLUTE~~Absolute ~~POTENTIAL~~Potential, ~~INC~~Inc.

~~NOTES TO~~Notes ~~FINANCIAL~~to ~~STATEMENTS~~Financial Statements

~~SEPTEMBER~~September 30, ~~2011~~2012 and ~~AND 2010~~ 2011

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., ~~pending a merger described below.~~ 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,~~755~~948,~~755~~950 and negative working capital of $~~339~~342,~~597~~349 as of September 30, ~~2011~~2012, and total liabilities exceeding total assets by $1,~~130~~323,~~319~~514 as of September 30, ~~2011~~2012. Currently, the Company has been provided working capital by a shareholder and is seeking a merger with an operating company as well as reinstatement by the SEC. 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~~payment/settlement of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Recent~~ Note 2. Summary of Significant Accounting ~~Pronouncements~~Policies

~~Compensation, Stock~~Use ~~Compensation~~of Estimates

InThe ~~April 2010,~~preparation ~~the FASB issued ASU 2010-13, Compensation—Stock Compensation Topic 718, “Effect~~ of ~~Denominating~~financial ~~the~~statements ~~Exercise Price of a Share-Based Payment Award~~ in ~~the~~conformity ~~Currency~~with accounting ofprinciples ~~the~~generally ~~Market~~accepted in ~~Which~~ the ~~Underlying~~United ~~Equity~~States ~~Security~~of ~~Trades.”~~America ~~ASU 2010-13~~requires ~~provides~~management ~~amendments~~ to ~~Topic~~make ~~718~~estimates toand ~~clarify~~ assumptions that anaffect ~~employee~~the ~~share-based~~reported ~~payment~~amounts ~~award~~of ~~with~~assets anand ~~exercise~~liabilities ~~price~~and ~~denominated in~~disclosure ~~currency~~ of acontingent ~~market~~assets inand ~~which~~liabilities aat ~~substantial~~the ~~portion~~date of the ~~entity’s equity securities trades should not be considered~~ tofinancial ~~contain~~statements, aand ~~condition~~the ~~that~~reported isamounts ~~not~~of aexpenses ~~market,~~during ~~performance,~~the orreporting ~~service condition~~period. ~~Therefore,~~The ansignificant ~~entity~~estimates ~~would~~made ~~not~~in ~~classify~~the ~~such an~~preparation ~~award~~of asthe aCompany’s ~~liability~~financial ifstatements itrelate ~~otherwise~~to ~~qualifies~~the asdetermination ~~equity.~~of ~~The~~the ~~amendments~~valuation inallowance ~~this Update are effective~~ for ~~fiscal~~the ~~years,~~deferred ~~and~~tax ~~interim~~benefit ~~periods~~and ~~within~~accrued ~~those~~payroll ~~fiscal years, beginning on or after December 15, 2010~~taxes. The Company’s ~~adoption~~actual ofresults ~~ASU~~could ~~2010-13~~differ ismaterially ~~not expected~~from tothese ~~have~~estimates aupon ~~material~~which ~~impact on~~ the ~~Company's~~carrying values ~~financial~~were ~~condition or results of operations~~based.

~~F-6~~Cash and Cash Equivalents

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

~~NOTES TO~~Fair ~~FINANCIAL~~Value ~~STATEMENTS~~Measurements

~~SEPTEMBER~~For 30certain of the Company’s financial instruments, including ~~2011~~cash ~~AND~~and ~~2010~~ cash equivalents, accounts payable and accrued liabilities, the carrying amounts approximate their fair values due to their short maturities.

~~Other Comprehensive Income~~24

InAbsolute ~~June 2011~~Potential, ~~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~~Inc. 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~~Notes ~~not~~to ~~believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material~~Financial ~~effect on the accompanying financial statements.~~Statements

~~Note 2.~~September ~~Summary~~30, of2012 and ~~Significant Accounting Policies~~2011

~~Use~~Income ~~of Estimates~~Taxes

The ~~preparation of~~Company ~~financial~~accounts ~~statements~~for income taxes in ~~conformity~~accordance with ASC ~~accounting~~Topic ~~principles~~740, ~~generally~~“Income ~~accepted~~Taxes.” inASC ~~the~~740 ~~United~~requires ~~States~~a ofcompany ~~America requires management~~ to ~~make~~use ~~estimates~~the asset and ~~assumptions~~liability ~~that~~method ~~affect~~of ~~the~~accounting ~~reported~~for ~~amounts~~income taxes, ofwhereby deferred tax assets ~~and~~are ~~liabilities~~recognized ~~and~~for ~~disclosure~~deductible oftemporary ~~contingent~~differences, ~~assets~~ and deferred tax liabilities atare ~~the~~recognized for ~~date~~taxable oftemporary ~~the~~differences. ~~financial~~Temporary ~~statements,~~differences ~~and~~are the differences between the reported amounts of ~~expenses~~assets ~~during~~and ~~the~~liabilities and ~~reporting~~their ~~period~~tax bases. ~~The significant~~Deferred ~~estimates~~tax ~~made~~assets are reduced by a valuation allowance when, in the ~~preparation~~opinion of ~~the~~management, ~~Company’s~~it ~~financial~~is ~~statements~~more ~~relate~~likely than tonot ~~the~~that ~~determination~~some ofportion, ~~the~~or ~~valuation allowance~~all ~~for~~of, the deferred tax ~~benefit~~assets ~~and~~will not ~~accrued~~be ~~payroll taxes~~realized. ~~The~~Deferred ~~Company’s~~tax ~~actual~~assets ~~results~~and ~~could~~liabilities ~~differ~~are adjusted ~~materially~~for ~~from these~~the ~~estimates~~effects ~~upon~~of ~~which~~changes ~~the~~in ~~carrying~~tax ~~values~~laws ~~were~~and ~~based~~rates on the date of enactment.

~~Cash~~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 ~~Cash~~interest ~~Equivalents~~incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

~~Cash~~The ~~and cash~~last ~~equivalents~~filing ~~include~~of ~~cash~~corporate ontax ~~hand~~returns was for the year ended September 30, ~~cash~~2001. inTax ~~time~~years ~~deposits~~that remain open and ~~all~~subject ~~highly~~to ~~liquid~~audit ~~investments~~include ~~with~~the ~~original~~Federal ~~maturities~~2001-2011 ofyears ~~three months~~and orthe ~~less~~Florida 2001-2011 years.

~~Fair~~No penalties or interest relating to income taxes have been ~~Value~~incurred ~~Measurements~~during the year ended September 30, 2012 and 2011. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

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

~~Income~~Earnings per share is calculated in accordance ~~Taxes~~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 weighted average number of shares for diluted net loss per common shares as of September 30, 2012 and 2011 because their effect would have been anti-dilutive. As of September 30, 2012 and 2011, the number of potential dilutive shares related to the long term advances from a related party was 2,452,913 and 1,976,805, respectively.

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.25

~~F-7~~Absolute Potential, Inc.

~~ABSOLUTE~~Notes ~~POTENTIAL,~~to Financial ~~INC.~~Statements

~~NOTES TO~~September ~~FINANCIAL~~30, ~~STATEMENTS~~2012 and 2011

~~SEPTEMBER~~Recent ~~30,~~Accounting ~~2011 AND 2010~~ Pronouncements

~~Under~~In ~~ASC 740~~May 2011, ~~a tax position is recognized as a benefit only if it is “more likely than not” that~~ the ~~tax~~FASB ~~position~~issued ~~would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two~~ASU 2011-~~step process.~~04 ~~The~~which ~~first~~was ~~step is~~ issued to ~~determine~~provide ~~whether it is more-likely-than-not that~~ a ~~tax~~consistent ~~position~~definition ~~will be sustained upon examination, including the resolution~~ of ~~any~~fair ~~related~~value ~~appeals~~and orensure ~~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~~fair ~~threshold~~value tomeasurement ~~determine~~and ~~the~~disclosure ~~amount~~requirements ofare ~~benefit to be recognized~~similar inbetween ~~the financial statements~~U.S. AGAAP ~~tax~~and ~~position~~IFRS. isASU ~~measured~~2011-04 atchanges ~~the~~certain ~~largest~~fair ~~amount~~value ofmeasurement ~~benefit~~principles ~~that~~and isenhances ~~greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet~~ the ~~more-likely-than-not~~disclosure ~~recognition~~requirements ~~threshold~~particularly ~~should~~for beLevel ~~recognized~~3 infair ~~the~~value ~~first~~measurements. This ~~subsequent~~guidance ~~period~~is ineffective ~~which~~for the ~~threshold~~Company isbeginning ~~met.~~on ~~Previously~~January ~~recognized~~1, ~~tax positions~~2012. ~~that~~The noadoption ~~longer~~of ~~meet~~this ~~the~~ASU ~~more-likely-than-~~will not ~~criteria~~have ~~should~~an beimpact ~~de-recognized~~on in the ~~first~~Company’s ~~subsequent~~ financial ~~reporting period in which the threshold is no longer met~~statements. ~~Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred~~.

~~The~~In June 2011, the Financial Accounting Standards Board (FASB) ~~last~~issued ~~filing~~Accounting Standards Update (ASU) 2011-05, Presentation of ~~corporate~~Comprehensive ~~tax~~Income. ~~returns~~ASU ~~was~~2011-05 ~~September~~revises 30the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in Accounting Standards Codification (ASC) 220, ~~2001~~Comprehensive Income, and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ~~Tax~~The ~~years~~ASU does not change the items that ~~remain~~must ~~open~~be reported in other comprehensive income. In December 2011, the FASB issued ASU 2011-12 which defers the requirement in ASU 2011-05 that companies present reclassification adjustments for each component of accumulated other comprehensive income in both net income and ~~subject~~other tocomprehensive ~~audit~~income ~~include~~on the face of the financial statements. ASU 2011-05 ~~Federal~~is ~~2001–2010~~effective for fiscal years and ~~the~~interim ~~Florida~~reporting ~~2001–2010~~periods within those years beginning after December 15, 2011. The adoption of ASU 2011-05, as amended by ASU 2011-12, will not significantly impact the Company’s financial statements.

NoIn ~~penalties~~September 2011, the FASB issued ASU 2011-08 which orprovides ~~interest~~an ~~relating~~entity the option to ~~income~~first ~~taxes~~assess ~~have~~qualitative ~~been~~factors ~~incurred~~to ~~during~~determine whether it is necessary to perform the ~~years~~current ~~ended~~two-step test ~~September~~for 30goodwill impairment. If an entity believes, ~~2011~~as ~~and~~a ~~2010.~~result ~~GAAP~~of ~~also~~its ~~provides guidance~~qualitative onassessment, dethat it is more-~~recognition,~~likely-than-not that ~~classification~~the fair value of a reporting unit is less than its carrying amount, ~~interest~~the ~~and~~quantitative ~~penalties~~impairment test is required. Otherwise, no ~~accounting~~further intesting is required. The revised standard is effective for the Company for its annual and interim ~~periods~~goodwill impairment tests performed for fiscal years beginning after December 15, ~~disclosures~~2011. The ~~and~~adoption ~~transition~~of ASU 2011-08 will not significantly impact the Company’s financial statements.

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

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, 2011 and 2010 because their effect would have been anti-dilutive. As of September 30, 2011 and 2010, the number of potential dilutive shares related to the long term advances from related party was 1,976,805 and 1,898,943, respectively.26

~~Note~~Absolute Potential, 3Inc. ~~Related Party Transactions~~

~~During~~Notes ~~the years~~to ~~ended September 30, 2011 and 2010, Augustine Fund, L.P., the major shareholder and funding source for the company, funded~~Financial ~~the operations of the company in additional amounts of $31,145 and $2,123, respectively.~~Statements

~~The outstanding balances of these advances are $790,722 and $759,577 at~~ September 30, ~~2011 and 2010, respectively. These advances are unsecured~~2012 and ~~have no repayment terms. The advances are convertible into shares of common stock. As of September 30,~~ 2011 ~~and 2010, the number of potential shares related to the long term advances from related party was 1,976,805 and 1,898,943, respectively.~~

~~F-8~~Note 3. Related Party Transactions

~~ABSOLUTE~~During ~~POTENTIAL~~the year ended September 30, 2012, Augustine Fund, L.P., ~~INC~~the major shareholder and funding source for the Company, funded the operations of the Company in an additional amount of $190,443.

~~NOTES~~The outstanding balances of these advances were $981, 165 and $790,722 TOat ~~FINANCIAL~~September ~~STATEMENTS~~30, 2012 and 2011, respectively. These advances are unsecured and have no repayment terms. The advances are convertible into shares of common stock at a rate of $0.40 per share. As of September 30, 2012 and 2011, the number of potential shares related to the long term advances from related party was 2,452,913 and 1,976,805, respectively.

~~SEPTEMBER~~Note ~~30,~~4. ~~2011~~Income ~~AND 2010~~ Taxes

~~Note~~Pursuant to ASC Topic 740, “Income 4Taxes,” the Company is required to compute tax asset benefits for net operating losses carried forward. ~~Income~~The ~~Taxes~~Company has net operating loss carryforwards of approximately $17,396,000, at September 30, 2012. Annual utilization of the Company's net operating loss carryforwards will be significantly 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 other net operating losses will expire in 2013 through 2026.

~~Pursuant to~~A ~~ASC~~valuation ~~Topic~~allowance ~~740, “Income Taxes,” the Company~~ is required toby ~~compute~~ASC ~~tax~~Topic ~~asset~~740, ~~benefits for~~if, ~~net~~based ~~operating~~on the ~~losses~~weight ~~carried~~of ~~forward.~~available ~~The~~evidence, ~~Company~~it ~~has~~is ~~net~~more ~~operating~~likely ~~loss~~than ~~carryforwards~~not ofthat ~~approximately~~some ~~$17,396,000, at~~or ~~September~~all ~~30, 2011. Annual utilization~~ of the ~~Company's~~deferred ~~net~~tax ~~operating~~assets ~~loss carryforwards~~ will not be ~~limited due to a change in~~realized. ~~ownership~~The ~~control~~need offor the ~~company's~~valuation ~~common~~allowance ~~stock~~is ~~which~~evaluated ~~took~~periodically ~~place~~by ~~in 2001~~management. ~~Under~~Based ~~federal~~on ~~tax~~available ~~law~~evidence, ~~this~~management ~~change in ownership (and~~concluded ~~any~~that ~~prospective~~valuation ~~changes)~~allowances of ~~the~~100 ~~Company~~percent ~~will~~for ~~significantly~~September ~~restrict~~30, ~~future~~2012 ~~utilization~~and of2011 ~~the~~were ~~net~~necessary. ~~operating~~Significant ~~loss~~components ~~carryforwards. The~~of ~~other~~the Company's net ~~operating~~deferred ~~losses~~tax ~~will~~assets ~~expire~~are inas ~~2009 through 2026.~~follows:

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, 2011 and 2010 were necessary. Significant components of the Company's net deferred tax assets are as follows:

	September 30,
		2012		2011
Tax benefit of net operating loss		6,947,537		6,871,225
Less valuation allowance		(6,947,537	)	(6,871,225	)
		—		—

	September 30,
	2011			2010
Tax benefit of net operating loss	$	6,871,225		$	6,863,880
Less valuation allowance		(6,871,225	)		(6,863,880	)
	$	—		$	—

A reconciliation of the income tax benefit computed at the federal statutory

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

	September 30,
	2011					2010
		2012					2011
		$		%			$		%
Federal statutory rate	$	(665,~~322~~686	)	(39.5	)%	$	(~~708~~6,322	)	(39.5	)%
Adjustments, Primarily State income taxes		(110,~~023~~626	)	(5.5	)%		(~~115~~1,023	)	(5.5	)%
Change in valuation allowance for tax
benefit of net operating loss		776,~~345~~312		45.0	%		~~823~~7,345		45.0	%
	$	—		—	%	$	—		—	%
		—		—	%		—		—	%

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

~~F-9~~27

~~ABSOLUTE~~Absolute ~~POTENTIAL~~Potential, ~~INC~~Inc.

~~NOTES TO~~Notes ~~FINANCIAL~~to ~~STATEMENTS~~Financial Statements

~~SEPTEMBER~~September 30, ~~2011~~2012 and ~~AND 2010~~ 2011

Note 5. Payroll Taxes

As of September 30, ~~2011~~2012 and ~~2010~~2011, the Company is delinquent in prior period payroll taxes, and certain estimated 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~~Deficit

As of September 30, 2012, the Company had 275 record holders of common stock and 646,176 shares of common stock outstanding. There were no recorded equity transactions for the years ended September 30, ~~2011~~2012 and ~~2010~~2011.

Note 7. ~~Subsequent~~Commitments ~~Events~~and Contingencies

In 2005, the Commission notified the Company that it is considering initiating administrative proceedings to have the Company’s common stock deregistered. The Company 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~~ 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~~Administrative ~~was~~Law ~~granted~~Judge set a ~~continuance~~schedule ~~until~~for ~~January~~the 9,Commission ~~2012~~and atthe ~~which~~Company to ~~time~~submit written motions in support of their position on the issue of the Company’s registration. Following the submission of these motions, the ~~judge~~Administrative ~~will~~Law ~~make~~Judge aissued ~~final~~an ~~ruling~~initial asdecision toon ~~whether~~February 15, 2012 revoking the Company’s ~~stock~~registration. The ~~will~~Company beappealed ~~deregistered~~that orinitial ~~not~~decision to the Commission and requested an oral argument before the Commission. The oral argument was completed in June 2012. The appeal is currently pending. The request may take 6-9 months before the Commission will respond.

~~F-10~~28

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, ~~2011~~2012. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, ~~2011~~2012, 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, ~~2011~~2012.

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, ~~2011~~2012, 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.

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, ~~2011~~2012, our management concluded that our internal controls over financial reporting were ineffective as of September 30, ~~2011~~2012. 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:

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.

19II. 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.

IIIII. The ~~Company~~current ~~does~~accounting ~~not~~staff ~~have~~is arelatively ~~formal~~small ~~audit~~and ~~committee~~does ~~with~~not ahave ~~financial~~the ~~expert,~~required ~~and~~infrastructure ~~thus~~to ~~the~~meet ~~Company lacks~~ the ~~board~~high ~~oversight~~demands ~~role~~of ~~within~~being ~~the~~a ~~financial~~U.S. ~~reporting~~public ~~process~~company.

~~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.~~29

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.

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.

2030

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, ~~2011~~2012.

Name	Age		Position	~~Position~~
Thomas F. Duszynski	57	56	Chief Executive Officer		~~Chief Executive Officer,~~
			Chief Financial Officer and Director		~~Chief Financial Officer and Director~~

Thomas F. Duszynski has been a director of our company since August 2003, and our Chief Executive Officer and Chief Financial Officer since June 2004. Mr. Duszynski was an officer and director of Absolute Potential, Inc. since the merger with Absolute Industries, LLC. Mr. Duszynski has been a Principal of Augustine Fund, L.P., a private equity investment firm and a major shareholder, since 1997. Mr. Duszynski is not considered to be an "independent" director. Mr. Duszynski is also an executive officer and director of Game Technologies, Inc., a public company.

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, ~~2011~~2012 or ~~2010~~2011 and does not currently receive any compensation.

2131

Outstanding Equity Awards at September 30, ~~2011~~2012

There were no executive officers' unexercised options at September 30, ~~2011~~2012. No shares of common stock were acquired upon exercise of options during the fiscal year ended September 30, ~~2011~~2012.

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, ~~2011~~2012, 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 ~~January 6~~December 28, 2012 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.

Name	Amount and nature of beneficial ownership (1)		Percentage of outstanding voting securities (2)
	Amount and nature		Percentage of outstanding
Thomas F. Duszynski		549,760		85.1	%
Name	of beneficial ownership (1)		voting securities (2)
Augustine Fund, L.P. (3)		499,760		77.4	%
Thomas F. Duszynski		3,002,673		96.9	%
PAC Funding LLC (4)		50,000		7.7	%
Augustine Fund, L.P. (3)		2,952,673		95.3	%
All executive officers and directors as a group (one
PAC Funding LLC (4)		50,000		1.6	%
person)		549,760		85.1	%
All executive officers and				0.0	%
directors as a group (one person)		3,002,673		96.9	%

(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 ~~January~~December 628, 2012 was calculated based on approximately 646,176 shares of common stock outstanding plus the 2,452,913 potential shares attributable to the convertible debt.

(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.32

(43) Thomas F. Duszynski is a principal of Augustine Fund, L.P. Mr. Duszynski’s indirect holdings consist of 3,002,673 ~~which~~shares isof acommon ~~manager~~stock, of ~~PAC~~which ~~Funding~~2,952,673 shares ~~LLC~~of common stock are held by Augustine fund, L.P. or would be held upon conversion of debt. Thus for the purpose of this table the shares beneficially owned by Mr. Duszynski include the 502,~~000~~ 952,673 shares ~~beneficialy~~beneficially owned by ~~PAC Funding~~Augustine ~~LLC~~Fund, L.P.

22(4) Thomas F. Duszynski is a principal of Augustine Fund, L.P., which is a manager of PAC Funding LLC.

Securities Authorized for Issuance Under Equity Compensation Plans

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

Changes in Control

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

We had no transactions with related persons during our fiscal year ended September 30, ~~2011~~2012. 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 totaled $454,~~295~~267 and $04,295 for the fiscal years ended September 30, ~~2011~~2012 and ~~2010~~201, 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. Annual and quarterly reports for September 30, 2006 through June 30, 2012 were filed during the year ended September 30, 2012.

Audit-Related Fees

Fees for audit related services were $0 for fiscal ~~2011~~2012 and ~~fiscal 2010~~2011.

Tax Fees

Fees for tax services, including tax compliance and tax advice, totaled $0 in fiscal ~~2011~~2012 and ~~fiscal 2010~~2011. The tax returns for these fiscal years have yet to be filed.

All Other Fees

Fees for all other services not included above were $0 for fiscal 2012 ~~2011~~ and ~~fiscal 2010~~2011.

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:33

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

~~• entered~~· ~~into~~approved ~~pursuant to pre-approval policies and procedures established~~ by ~~the~~our 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.or

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

The audit committee (or, in our case, the Board of Directors) requires advance approval of all audit, audit-related, tax, and other services performed by the independent auditor. Unless the specific service has been previously pre-approved with respect to that year, the audit committee (or, in lieu thereof, the Board of Directors) must approve the permitted service before the independent auditor is engaged to perform it. Our sole director has approved the performance of services by the independent auditors. For fiscal ~~2011~~2012, 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

2434

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.


ABSOLUTE POTENTIAL, INC.
(Registrant)


By:	/s/ Thomas F. Duszynski	December 28, 2012
	Thomas F. Duszynski
	Chief Executive Officer,
	Chief Financial Officer and Director
	(Principal Executive Officer and
	Principal Financial and Accounting Officer)

~~(Registrant)~~35

By:	/s/ Thomas F. Duszynski	January 6, 2012
	Thomas F. Duszynski
	Chief Executive Officer,
	Chief Financial Officer and Director
	(Principal Executive Officer and
	Principal Financial and Accounting Officer)

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

~~EXHIBIT INDEX~~36

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

Filing Compare · ABSOLUTE POTENTIAL, INC.