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

_________________

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: ~~June~~December 3031, 2012

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________

Commission File No. 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 No.)

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

312-427-5457
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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]

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 the 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. £ (Do not check if a smaller reporting company) 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 [ ]

Yes [X] No £

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 ~~August~~February 714, ~~2012~~2013, 646,176 shares of the registrant’s common stock, par value of $0.0001, were outstanding.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations	1011
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4	Controls and Procedures	15
	PART II
Item 1.	Legal Proceedings	1617
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	17
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	17
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	17
Item 5.	Other Information	16
Item 6.	Exhibits	17
Item 6.	Exhibits	16
SIGNATURES		18
SIGNATURES		17

PART I

Item 1. Financial Information

Absolute Potential, Inc.
Balance Sheets
	June 30,			September 30,
	December 31,			September 30,
	2012			~~2011~~2012
	(unaudited)
Assets
Current assets:
Cash	$	27		$	~~147~~27
Total Assets	$	27		$	~~147~~27
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	6165,~~097~~431		$	5255,~~529~~161
Accrued payroll taxes		287,215			287,215
Total Current Liabilities		~~348~~352,~~312~~646			~~339~~342,~~744~~376
Long-term advances from related party		964,640			790,722
Long-term convertible advances from related party		981,284			981,165
Total Liabilities		1,~~312~~333,~~952~~930			1,~~130~~323,~~466~~541
Commitments and Contingencies		—			—
Stockholders' Deficit
Preferred stock; $.001 par value, 50,000,000 shares authorized;
no shares issued or outsanding		—			—
Common stock; $.0001 par value, 150,000,000 shares authorized;
646,176 shares issued and outstanding		64			64
Additonal paid-in capital		625,372			625,372
Accumulated deficit		(1,~~938~~959,~~361~~339	)		(1,~~755~~948,~~755~~950	)
Total Stockholders' Deficit		(1,~~312~~333,~~925~~903	)		(1,~~130~~323,~~319~~514	)
Total Liabilities and Stockholders' Deficit	$	27		$	~~147~~27
The accompanying notes are an integral part of these financial statements.

2The accompanying notes are an integral part of these financial statements.

Absolute Potential, Inc.
Statements of Operations
	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Operating revenues	$	—		$	—			—		$	—
Selling, general and administrative		32,024			984			182,606			14,795
Net loss	$	(32,024	)	$	(984	)		(182,606	)	$	(14,795	)
Net loss per share - basic and diluted	$	(0.05	)	$	(0.00	)		(0.28	)	$	(0.02	)
Weighted average number of common shares
oustanding - basic and diluted		646,176			646,176			646,176			646,176
The accompanying notes are an integral part of these financial statements.

Absolute Potential, Inc.
Statements of Operations

	Three Months Ended
	December 31,
	2012			2011

Operating revenues	$	—		$	—

Selling, general and administrative expenses		10,389			75,336

Net loss	$	(10,389	)	$	(75,336	)

Net loss per share - basic and diluted	$	(0.02	)	$	(0.12	)

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

Absolute Potential, Inc.
Statement of Changes in Stockholders' Equity (Deficit)
	Series A												Total
	Common Preferred Stock			Common Stock				Additional Paid-in		Accumulated			Stockholders’ Equity
	Shares		Amount	Shares		Amount		capital		Deficit			(Deficit)
Balance, September 30, 2011	—	$	—	646,176	$	64	$	625,372	$	(1,755,755	)	$	(1,130,319	)
Net loss	—		—	—		—		—		(182,606	)		(182,606	)
Balance, June 30, 2012 (unaudited)	—	$	—	646,176	$	64	$	625,372	$	(1,938,361	)	$	(1,312,925	)

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

~~The accompanying notes are an integral part of these financial statements.~~4

4Absolute Potential, Inc. Statement of Changes in Stockholders' Deficit

Absolute Potential, Inc.
																	Total
Statements of Cash Flows
	Common Preferred											Additional					Stockholders’
		Nine Months Ended June 30,
	Stock							Common Stock				Paid-in		Accumulated			Equity
		2012				2011
	Shares				Amount			Shares		Amount		capital		Deficit			(Deficit)
		(unaudited)				(unaudited)
Balance, September 30, 2012	—			$	—			646,176	$	64	$	625,372	$	(1,948,950	)	$	(1,323,514	)
Cash Flows from Operating Activities:
Net loss	—				—			—		—		—		(10,389	)		(10,389	)
Net loss	$	(182,606	)		$	(14,795	)
Balance, December 31, 2012	—			$	—			646,176	$	64	$	625,372	$	(1,959,339	)	$	(1,333,903	)
Adjustment to reconcile net loss to net cash used in operating activities
Accounts payable		8,568				(16,529	)
Net cash used in operating activities		(174,038	)			(31,324	)
Cash Flows from Financing Activities:
Proceeds from long-term advances from related party		173,918				31,145
Net cash provided by financing activities		173,918				31,145
NET DECREASE IN CASH		(120	)			(179	)
CASH , BEGINNING BALANCE		147				386
CASH , ENDING BALANCE	$	27			$	207
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	—			$	—
Income taxes paid	$	—			$	—
The accompanying notes are an integral part of these financial statements.

5The accompanying notes are an integral part of these financial statements.

~~ABSOLUTE POTENTIAL, INC.~~5

NOTES TO FINANCIAL STATEMENTS

Absolute Potential, Inc.
Statements of Cash Flows

	Three Months Ended
	December 31,
	2012			2011

Cash Flows from Operating Activities:
Net loss	$	(10,389	)	$	(75,336	)
Adjustment to reconcile net loss to net cash used in operating activities
Increase in accounts payable		10,270			44,358
Net cash used in operating activities		(119	)		(30,978	)

Cash Flows from Financing Activities:
Proceeds from long-term advances from related party		119			30,918
Net cash provided by financing activities		119			30,918

NET DECREASE IN CASH		—			(60	)

CASH , BEGINNING BALANCE		27			147

CASH , ENDING BALANCE	$	27		$	87

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

~~JUNE~~The accompanying notes are an integral part of these ~~30,~~consolidated ~~2012~~financial statements.

~~(UNAUDITED)~~ 6

~~Note~~ABSOLUTE POTENTIAL, 1INC. ~~Organization and Basis of Presentation~~

~~The unaudited~~NOTES ~~financial~~TO ~~statements were prepared by Absolute Potential, Inc. (the "Company" or "Absolute"), pursuant~~FINANCIAL to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K. The results for the nine months ended June 30, 2012, are not necessarily indicative of the results to be expected for the year ending September 30, 2012.STATEMENTS

~~Organization and~~DECEMBER ~~Line~~31, ~~of Business~~2012

Absolute Potential, Inc. is a Florida corporation that was incorporated on August 12, 1993. On July 31, 2003 the Company changed its name to Absolute Waste Services, Inc. On June 15, 2005, the Company received the written consent dated June 15, 2005, from the holders of approximately 90.9% of the outstanding voting stock approving an amendment to its Certificate of Incorporation to change the Company's name to Absolute Potential, Inc. On October 24, 2005, the Company amended its Certificate of Incorporation to reflect this name change. The Company has no current operations.(UNAUDITED)

Note 1. Organization and Basis of Presentation

The ~~accompanying~~ unaudited financial statements ~~have~~were ~~been~~prepared by Absolute Potential, Inc. (the "Company" or "Absolute"), pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in ~~conformity~~accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K. The results for the three months ended December 31, 2012, are not necessarily indicative of the results to be expected for the year ending September 30, 2013.

~~Going Concern~~Organization and Line of Business

~~The~~Absolute ~~accompanying financial~~Potential, ~~statements~~Inc. ~~have~~is ~~been prepared on~~ a ~~going~~Florida ~~concern~~corporation ~~basis~~ that ~~contemplates~~was ~~the realization of assets and liabilities.~~incorporated Inon ~~the~~August ~~ordinary course of business~~12, ~~operating~~1993. ~~losses~~On ~~have~~July ~~been incurred each year since inception~~31, ~~resulting~~2003 inthe anCompany ~~accumulated deficit~~changed ofits ~~$1,938,361~~name ~~and~~to ~~negative~~Absolute ~~working~~Waste ~~capital of $348~~Services,~~285~~ asInc.. ofOn June 3015, ~~2012~~2005, ~~and~~the ~~total liabilities exceeding total assets~~Company byreceived ~~$1,312,925~~the aswritten ofconsent dated June 3015, ~~2012. Currently~~2005, from the ~~Company~~holders ~~has~~of ~~been~~approximately ~~provided~~90.9% ~~working~~of ~~capital~~the byoutstanding avoting ~~shareholder~~stock ~~and is seeking a~~approving ~~merger with~~ an ~~operating~~amendment ~~company.~~to ~~However,~~its ~~these~~Certificate ~~conditions~~of ~~raise~~Incorporation ~~substantial~~to ~~doubt~~change ~~about~~ the Company's ~~ability~~name to ~~continue~~Absolute ~~as a~~Potential, ~~going concern~~Inc. ~~The~~On ~~financial~~October ~~statements~~24, of 2005, the Company doamended ~~not~~its ~~include~~Certificate ~~any~~of ~~adjustments~~Incorporation ~~relating~~ to ~~the~~reflect ~~payment/settlement~~this ~~of liabilities~~name ~~that~~change. ~~might~~The ~~be necessary should the~~ Company behas ~~unable~~no tocurrent ~~continue as a going concern~~operations.

~~Note 2.~~Basis ~~Summary~~ of ~~Significant~~Presentation ~~Accounting Policies~~

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

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

6The 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 $1,959,339 and negative working capital of $352,619 as of December 31, 2012, and total liabilities exceeding total assets by $1,333,903 as of December 31, 2012. Currently, the Company has been provided working capital by a shareholder and is seeking a merger with an operating company. However, these conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~ABSOLUTE POTENTIAL,~~Note ~~INC~~2. Summary of Significant Accounting Policies

~~NOTES TO~~Use ~~FINANCIAL~~of ~~STATEMENTS~~Estimates

~~JUNE~~The preparation of financial statements in conformity with 30accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, ~~2012~~and the reported amounts of expenses during the reporting period. The significant estimates made in the preparation of the Company’s financial statements relate to the determination of the valuation allowance for the deferred tax benefit and accrued payroll taxes. The Company’s actual results could differ materially from these estimates upon which the carrying values were based.

~~(UNAUDITED)~~ 7

~~Cash and~~ABSOLUTE ~~Cash Equivalents~~ POTENTIAL, INC.

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

~~Fair Value~~DECEMBER ~~Measurements~~31, 2012

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

~~Income Taxes~~Cash and Cash Equivalents

~~The Company~~Cash ~~accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset~~ and ~~liability~~cash ~~method~~equivalents ofinclude ~~accounting~~cash ~~for~~on ~~income taxes~~hand, ~~whereby~~cash ~~deferred~~in ~~tax assets are recognized for deductible temporary~~time ~~differences,~~deposits and ~~deferred~~all ~~tax~~highly ~~liabilities~~liquid ~~are~~investments ~~recognized~~with ~~for~~original ~~taxable~~maturities ~~temporary differences. Temporary differences are the differences between the reported amounts~~ of ~~assets~~three ~~and~~months ~~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~~less. ~~Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.~~

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

~~The last~~For ~~filing~~certain of ~~corporate~~the ~~tax~~Company’s ~~returns~~financial ~~was September 30~~instruments, including ~~2001.~~cash ~~Tax~~and ~~years~~cash ~~that~~equivalents, ~~remain~~accounts ~~open~~payable and ~~subject~~accrued toliabilities, ~~audit~~the ~~include~~carrying ~~the~~amounts ~~Federal 2001-2010~~approximate ~~years~~their ~~and~~fair ~~the~~values due ~~Florida~~to ~~2001-2010~~their ~~years~~short maturities.

~~No penalties~~Income orTaxes interest relating to income taxes have been incurred during the nine months ended June 30, 2012 and 2011. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

7The 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.

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

~~NOTES~~The last filing of corporate tax returns was September 30, TO2001. ~~FINANCIAL~~Tax ~~STATEMENTS~~years that remain open and subject to audit include the Federal 2001-2011 years and the Florida 2001-2011 years.

~~JUNE~~No penalties or interest relating to income taxes have been 30incurred during the three months ended December 31, 2012 and 2011. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

~~(UNAUDITED)~~ 8

~~Basic and~~ABSOLUTE ~~Diluted Losses Per Share~~ POTENTIAL, INC.

~~Earnings per~~NOTES ~~share~~TO ~~is calculated in accordance with the ASC Topic 260, “Earnings Per Share.” Basic earnings per share is calculated~~FINANCIAL 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 June 30, 2012 and 2011 because their effect would have been anti-dilutive. As of June 30, 2012 and 2011, the number of potential dilutive shares related to the long term advances from a related party was 2,411,600 and 1,976,805, respectively.STATEMENTS

~~Recent Accounting~~DECEMBER ~~Pronouncements~~31, 2012

In May 2011, the FASB issued ASU 2011-04 which was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This guidance is effective for the Company beginning on January 1, 2012. The adoption of this ASU did not have an impact on the Company’s financial statements..(UNAUDITED)

~~In June~~Basic 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, Presentation of Comprehensive Income. ASU 2011-05 revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in Accounting Standards Codification (ASC) 220, Comprehensive Income, and ~~requires~~Diluted ~~entities~~Losses ~~to report~~Per components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must 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 other comprehensive income on the face of the financial statements. ASU 2011-05 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2011. The adoption of ASU 2011-05, as amended by ASU 2011-12, did not significantly impact the Company’s financial statements.Share

~~In September~~Earnings ~~2011,~~per ~~the~~share ~~FASB~~is ~~issued~~calculated ~~ASU 2011-08~~in ~~which~~accordance with ~~provides~~the anASC ~~entity~~Topic ~~the~~260, ~~option~~“Earnings toPer ~~first~~Share.” ~~assess~~Basic ~~qualitative~~earnings ~~factors~~per toshare ~~determine whether~~is itcalculated isdividing ~~necessary~~income available to ~~perform~~common stockholders by the ~~current~~weighted ~~two-step~~average ~~test~~number ~~for~~of ~~goodwill~~common ~~impairment~~shares outstanding. If anDiluted ~~entity~~earnings ~~believes,~~per asshare ais ~~result~~based on the assumption ofthat ~~its~~all ~~qualitative~~dilutive ~~assessment,~~convertible ~~that~~shares itand stock options and warrants were converted or exercised. Dilution is ~~more-likely-than-not~~computed ~~that~~by applying the ~~fair~~treasury ~~value~~stock ofmethod. aUnder ~~reporting~~this ~~unit~~method, iswarrants ~~less~~and ~~than~~options ~~its~~are ~~carrying~~assumed to be exercised at the beginning of the period (or ~~amount,~~at the ~~quantitative~~time ~~impairment~~of ~~test~~issuance, isif ~~required. Otherwise~~later), noand ~~further~~as ~~testing~~if isfunds ~~required.~~obtained ~~The~~thereby ~~revised~~were ~~standard is~~used ~~effective for~~to purchase common stock at the ~~Company~~average ~~for~~market ~~its~~price during ~~annual~~the period. Convertible shares, stock options and ~~interim~~warrants ~~goodwill~~were ~~impairment~~not ~~tests~~included ~~performed~~in ~~for~~the ~~fiscal~~computation ~~years~~of ~~beginning~~weighted ~~after~~average number of shares for diluted net loss per common shares as of December 1531, ~~2011~~2012 and September 30, 2012 because their effect would have been anti-dilutive. ~~The~~ ~~adoption~~As of ~~ASU~~December ~~2011-08~~31, ~~did~~2012 ~~not~~and ~~significantly~~September ~~impact~~30, 2012, the ~~Company’s~~number ~~financial~~of ~~statements~~potential dilutive shares related to the long term advances from related party was 2,453,210 and 2,452,913, respectively.

8 Recent Accounting Pronouncements

~~ABSOLUTE POTENTIAL,~~Other ~~INC.~~Comprehensive Income

~~NOTES~~In June 2011, the FASB issued ASU 2011-05, “Comprehensive TOIncome ~~FINANCIAL~~(Topic ~~STATEMENTS~~220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in single continuous statement of 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.

~~JUNE~~Management does not believe that any other recently issued, but 30not yet effective accounting pronouncements, ~~2012~~if adopted, would have a material effect on the accompanying financial statements.

~~(UNAUDITED)~~ Note 3. Related Party Transactions

~~Note~~During the three months ended December 31, 2012, Augustine Fund, 3L.P., ~~Related~~the ~~Party~~major ~~Transactions~~shareholder and funding source for the Company, funded the operations of the Company an additional amount of $119.

~~During~~The ~~the~~outstanding balances of these advances were $981,284 and $981,165 ~~nine~~at ~~months~~December ~~ended~~31, ~~June~~2012 and September 30, 2012, ~~Augustine~~respectively. ~~Fund,~~These Ladvances are unsecured and have no repayment terms.P The advances are convertible into shares of common stock., ~~the~~As ~~major~~of ~~shareholder~~December 31, 2012 and ~~funding~~September ~~source~~30, ~~for~~2012, the ~~Company,~~number ~~funded~~of ~~the~~potential ~~operations~~shares related ofto the ~~Company~~long interm anadvances ~~additional~~from ~~amount~~related ofparty ~~$173~~was 2,~~918~~453,210 and 2,452,913, respectively.

~~The~~Note ~~outstanding balances of these advances were $964,640 and $790,722 at June 30, 2012 and September 30, 2011, respectively~~4. ~~These~~Shareholders’ advances are unsecured and have no repayment terms. The advances are convertible into shares of common stock. As of June 30, 2012 and September 30, 2011, the number of potential shares related to the long term advances from related party was 2,411,600 and 1,976,805, respectively.Equity

~~Note~~As of December 31, 2012, the Company had 275 record holders our 4common stock and 646,176 shares of common stock outstanding. ~~Shareholders’~~There ~~Equity~~were no recorded equity transactions for the three months ended December 31, 2012.

As of June 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 nine months ended June 30, 2012.9

~~Note~~ABSOLUTE POTENTIAL, 5INC. ~~Commitments and Contingencies~~

~~In 2005,~~NOTES ~~the~~TO ~~Commission notified the Company that it is considering initiating administrative proceedings to have the Company’s~~FINANCIAL 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 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 Administrative Law Judge set a schedule for the Commission and the Company to submit written motions in support of their position on the issue of the Company’s registration. Following the submission of these motions, the Administrative Law Judge issued an initial decision on February 15, 2012 revoking the Company’s registration. The Company appealed that initial decision to the Commission and requested an oral argument before the Commission. Both the appeal and the oral argument request are currently pending. The request may take 6-9 months before the Commission will respond.STATEMENTS

9DECEMBER 31, 2012

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation~~(UNAUDITED)

~~Plan of~~Note ~~Operation--Introduction~~5. Commitments and Contingencies

WeIn ~~were~~2005, the Commission notified the Company that it is ~~incorporated~~considering ininitiating ~~Florida~~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 ~~August~~discussions ~~1993~~with the Commission regarding this notice. On InOctober ~~November~~17, ~~2001~~2011, wethe ~~filed~~Commission sent a ~~voluntary~~written ~~petition~~communication ~~for~~requesting ~~reorganization~~that ~~under~~the ~~Chapter~~Company 11be ofderegistered. The ~~the~~Company U.has S.hired ~~Bankruptcy~~a ~~Code~~third ~~with~~party legal counsel to respond to the ~~U.S.~~Commission’s ~~Bankruptcy~~request ~~Court.~~for deregistration hoping to continue as a registered filer. On ~~August~~November 3018, ~~2002~~2011, ~~the~~a ~~United~~preliminary ~~States~~hearing ~~Bankruptcy~~was ~~Court~~held ~~for~~and the ~~Middle~~Administrative Law Judge ~~District~~set ofa ~~Florida,~~schedule ~~Tampa~~for ~~Division,~~the ~~Case~~Commission ~~No.~~and ~~01-20854-8G1~~the ~~issued~~Company anto ~~order~~submit ~~confirming~~written ~~our~~motions ~~Plan~~in support of ~~Reorganization~~their ~~under~~position ~~Chapter 11~~on the issue of the Company’s ~~Bankruptcy~~registration. Following ~~Code~~the submission of these motions, ~~dated~~the asAdministrative ofLaw Judge issued an initial decision on February 2515, ~~2002~~2012 (revoking the ~~"Plan")~~Company’s registration. ~~Although~~The ~~the~~Company ~~Plan~~appealed ~~became~~that ~~effective~~initial ondecision ~~August~~to the ~~30,~~Commission ~~2002~~ and werequested ~~commenced~~an ~~implementation~~oral ofargument before the ~~Plan~~Commission. onThe ~~that~~oral ~~date,~~argument ~~distributions~~was ofcompleted ~~common~~in ~~stock~~June to2012. ~~our~~The ~~pre-bankruptcy~~appeal ~~creditors~~is ~~did~~currently ~~not~~pending. ~~occur~~The ~~until~~request ~~July~~may ~~31,~~take six ~~2003~~to nine months before the Commission will respond.

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.10

~~Prior~~Item ~~to the Merger, we had no material assets, liabilities or business operations~~2. InManagement’s ~~substance,~~Discussion weand ~~were~~Analysis ~~a publicly held shell corporation whose sole business activity was the search for a suitable business opportunity. Because the effects~~ of ~~the~~Financial ~~Merger~~Condition ~~have been unwound,~~ and ~~because~~Results ~~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.~~Operation

WePlan ~~are a company that is intended to serve as a vehicle for the acquisition~~ of a target business which we believe has significant growth potential. We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time. While we may seek to effect business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.Operation--Introduction

~~Current~~We were incorporated in Florida in August 1993. In November 2001, ~~Trends~~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.

AsIn aJuly ~~result~~2003, we changed our name to Absolute Waste Services, Inc. On August 23, 2003, we entered into an Agreement and Plan of Merger (the ~~recent~~"Merger ~~declines~~Agreement") inwith ~~the~~Absolute ~~United~~Industries, LLC, ~~States~~a ~~equity~~Texas ~~markets~~limited liability company, ~~many~~pursuant ~~privately~~to ~~held~~which ~~companies~~Absolute ~~have~~Industries, ~~been~~LLC ~~shut~~merged ~~off~~into ~~from~~our ~~the~~newly ~~public~~formed ~~marketplace.~~wholly owned subsidiary ~~Additionally~~(the "Merger Sub"), aswith the ~~economy~~Merger ~~has~~Sub ~~slowed,~~being ~~many~~the ~~companies~~surviving ~~are~~entity ~~attempting~~and succeeding to ~~divest~~the ~~non-core~~business ~~assets~~operations ~~and~~of ~~divisions.~~Absolute Industries, ~~Due~~LLC to(the ~~these~~"Merger"). ~~factors~~In June 2004, we ~~believe~~and ~~that~~the ~~there~~former ~~are~~members ~~substantial~~of ~~opportunities~~Absolute Industries, LLC agreed to ~~effect~~unwind the ~~attractive~~effects ~~acquisitions~~of ~~and~~the ~~that~~Merger, asfor aeach ~~public~~party ~~entity,~~to wereturn ~~are~~to ~~well~~the other party the consideration received in connection with the Merger, ~~positioned~~and to ~~identify~~release ~~target~~each ~~acquisitions~~other ~~and~~from all claims relating to ~~effect~~the aMerger ~~business~~Agreement ~~combination~~and the Merger. In connection with this transaction, all of the issued and outstanding stock of the Merger Sub was transferred to ~~take~~the ~~advantage~~former members of ~~these~~Absolute ~~current~~Industries, ~~trends~~LLC.

~~Effecting~~Prior to the Merger, we had no material assets, liabilities or business operations. In substance, we were a ~~Business~~publicly ~~Combination~~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 company.

~~General~~We are a company that is intended to serve as a vehicle for the acquisition of a target business which we believe has significant growth potential. We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time. While we may seek to effect business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

ACurrent business combination may involve the acquisition of, or merger with, a company that does not need substantial additional capital but that desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, a business combination may involve a company which may be financially unstable or in its early stages of development or growth.Trends

10As a result of the recent declines in the United States equity markets, many privately held companies have been shut off from the public marketplace. Additionally, as the economy has slowed, many companies are attempting to divest non-core assets and divisions. Due to these factors, we believe that there are substantial opportunities to effect attractive acquisitions and that, as a public entity, we are well positioned to identify target acquisitions and to effect a business combination to take advantage of these current trends.

NoEffecting ~~Target~~ a Business ~~or Target Industry Identified~~Combination

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

~~Sources~~A business combination may involve the acquisition of, or merger with, a company that does not need substantial additional capital but that desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of ~~Target~~undertaking ~~Businesses~~a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, a business combination may involve a company which may be financially unstable or in its early stages of development or growth.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community, who may present solicited or unsolicited proposals. Our sole executive officer and his affiliates may also bring to our attention target business candidates. While we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in which event we may pay a finder's fee or other compensation. We do not currently intend to pay our existing officer or our shareholders or any entity with which they are affiliated any finder's fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination.11

~~Selection of~~No a Target Business ~~and~~or ~~Structuring~~Target ofIndustry ~~a Business Combination~~ Identified

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

•Sources ~~financial condition and results~~ of ~~operation;~~Target Businesses

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

•Selection ~~experience~~of ~~and~~a ~~skill~~Target ofBusiness ~~management~~ and ~~availability~~Structuring of ~~additional~~a ~~personnel~~Business Combination

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

•· ~~competitive~~financial ~~position~~condition and results of operation;

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

•· ~~degree~~experience ofand ~~current~~skill orof ~~potential~~management ~~market~~and ~~acceptance~~availability of ~~the~~additional ~~target business's products, processes or services;~~personnel

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

•· ~~regulatory~~competitive ~~environment of the industry~~position; ~~and~~

•· ~~costs~~stage ~~associated~~of ~~with~~development ~~effecting~~of the target business's ~~combination.~~products, processes or services;

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

~~These~~· ~~criteria are~~proprietary ~~not~~features ~~intended~~and todegree beof ~~exhaustive.~~intellectual ~~Any~~property ~~evaluation~~or ~~relating~~other toprotection ~~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,'s ~~we plan to conduct an extensive due diligence review which will encompass~~products, ~~among~~processes ~~other~~or ~~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.~~services;

We· ~~will endeavor~~regulatory toenvironment 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~~industry; ~~combination.~~and

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

~~Rights of Dissenting Shareholders~~12

AThese ~~business combination~~criteria ~~may~~are ~~require~~not ~~the~~intended ~~approval~~to ofbe ~~the~~exhaustive. ~~holders~~Any ofevaluation relating to the ~~outstanding~~merits ~~shares~~ of ~~both participating companies. Shareholders who vote against~~ a particular business combination inwill ~~certain instances may~~ be ~~entitled~~based, to ~~dissent~~the ~~and~~extent torelevant, ~~obtain~~on ~~payment~~the ~~for~~above ~~their~~factors ~~shares.~~as ~~The~~well ~~requirement~~as ofother ~~approval~~considerations ofdeemed relevant by our ~~shareholders~~management in ~~any~~effecting a business combination ~~may~~consistent bewith ~~limited~~our tobusiness ~~those~~objective. In ~~transactions~~evaluating ~~identified as~~ a ~~merger or~~prospective atarget ~~consolidation.~~business, Wewe ~~may~~plan ~~enter~~to ~~into~~conduct aan ~~business~~extensive ~~combination~~due ~~that~~diligence ~~would~~review ~~not~~which ~~require~~will ~~the approval of our shareholders~~encompass, inamong ~~which~~other ~~case~~things, ~~our~~meetings ~~shareholders~~with ~~may~~incumbent ~~not~~management ~~be entitled to dissent~~ and ~~obtain~~inspection ~~payment~~of ~~for~~facilities, ~~their~~as ~~shares.~~well ~~Accordingly,~~as ~~unless~~review ~~the~~of ~~acquisition requires~~financial ~~shareholder~~and ~~approval,~~other weinformation which will ~~not~~be ~~provide~~made ~~shareholders~~available ~~with a disclosure document containing audited or unaudited financial statements prior~~ to ~~such acquisition~~us.

~~Prior~~We will endeavor to ~~any~~ structure a business combination ~~for~~so ~~which~~as ~~shareholder~~to ~~approval~~achieve the ismost ~~required,~~favorable wetax ~~intend~~treatment to ~~provide~~us, ~~our shareholders disclosure documentation concerning~~ the ~~business opportunity or~~ target ~~company~~business and ~~its~~both ~~business~~companies' shareholders. ~~Such~~There ~~disclosure~~can ~~will in all likelihood~~ be inno ~~the~~assurances, ~~form~~however, ofthat athe ~~proxy~~Internal ~~statement~~Revenue ~~which~~Service ~~will~~or beappropriate ~~distributed~~state totax ~~shareholders~~authority atwill ~~least~~agree 20with ~~days~~our ~~prior~~tax totreatment ~~any~~of ~~shareholder's~~the ~~meeting~~business combination.

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

InRights ~~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~~Dissenting 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.Shareholders

12A 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.

~~Any~~Prior ofto ~~these obligations~~any ~~may~~business ~~place~~combination usfor atwhich ashareholder ~~competitive~~approval is ~~disadvantage~~required, inwe ~~successfully~~intend ~~negotiating~~to aprovide ~~business~~our ~~combination.~~shareholders ~~Our~~disclosure ~~management~~documentation ~~believes, however,~~concerning ~~that~~the ~~our~~business ~~status~~opportunity asor atarget ~~public entity~~ company and ~~potential~~its ~~access~~business. toSuch ~~the~~disclosure ~~United~~will ~~States~~in ~~public~~all ~~equity~~likelihood ~~markets~~be ~~may~~in ~~give~~the usform aof ~~competitive advantage over privately-held entities having~~ a ~~similar~~proxy ~~business~~statement ~~objective~~which aswill usbe indistributed ~~acquiring~~to ashareholders at ~~target~~least ~~business~~20 ~~with~~days ~~significant growth~~prior ~~potential~~to onany ~~favorable~~shareholder's ~~terms~~meeting.

~~Results of Operations~~Competition

~~Three~~In identifying, evaluating and selecting a target business, we expect ~~Months~~to ~~Ended~~encounter ~~June~~intense 30competition 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, ~~2012~~human ~~Compared~~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 ~~Three~~compete ~~Months~~in ~~Ended~~acquiring ~~June~~certain 30sizable 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 ~~2011~~we need to seek shareholder approval of a business combination, it may delay the completion of a transaction.

	Three Months Ended June 30,
		2012			2011			Change
Operating revenues	$	—		$	—		$	—		—
Selling, general and administrative		32,024			984			31,040		3154	%
Net loss	$	(32,024	)	$	(984	)	$	(31,040	)	3154	%

~~Selling, General~~Any ~~and~~of ~~Administrative:~~these ~~Selling,~~obligations ~~general~~may ~~and~~place ~~administrative~~us ~~expenses~~at ~~were~~a ~~$32,024~~competitive ~~for~~disadvantage in ~~the~~successfully ~~three~~negotiating ~~months~~a ~~ended~~business ~~June~~combination. 30Our management believes, ~~2012~~ however, anthat ~~increase~~our ofstatus ~~$31,040~~as ~~and~~a ~~3,154%,~~public ~~compared~~entity toand ~~$984~~potential access ~~for~~to the ~~three~~United ~~months~~States ~~ended~~public ~~June~~equity ~~30,~~markets ~~2011.~~may ~~The~~give ~~increase~~us isa ~~due~~competitive toadvantage ~~accounting,~~over privately-held entities having a similar ~~legal,~~business ~~auditing,~~objective ~~and~~as ~~filing~~us ~~fees~~in acquiring a target business with significant growth potential on favorable terms.

~~Nine months~~Results ~~Ended~~of ~~June 30, 2012 Compared to Nine months Ended June 30, 2011~~Operations

	Nine Months Ended June 30,
	2012			2011			Change
Operating revenues	$	—		$	—		$	—		—
Selling, general and administrative		182,606			14,795			167,811		1134	%
Net loss	$	(182,606	)	$	(14,795	)	$	(167,811	)	1134	%

Three Months Ended December 31, 2012 compared to Three Months Ended December 31, 2011

	Three Months Ended December 31,
	2012			2011			Change

Operating revenues	$	—		$	—		$	—		—

Selling, general and administrative expenses		10,389			75,336			(64,947	)	-86	%

Net loss	$	(10,389	)	$	(75,336	)	$	64,947		-86	%

Selling, General and Administrative: Selling, general and administrative expenses were $~~182~~10,~~606~~389 for the ~~nine~~three months ended ~~June~~December 3031, 2012, ana ~~increase~~decrease of $~~167~~64,~~811~~947 ~~and~~or ~~1,134~~86%, compared to $1475,~~795~~ 336 for the ~~nine~~three months ended ~~June~~December 3031, 2011. The ~~increase~~decrease is due to less accounting, legal, auditing, and filing fees.

Liquidity and Capital Resources

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

As of June 30, 2012, we have accounts payable of $61,097, a payroll tax obligation of $287,215 and a shareholder advance of $964,640. 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.14

~~Critical~~As of December 31, 2012, we have accounts payable of $65,431, a ~~Accounting~~payroll ~~Policies~~tax obligation of $287,215 and a shareholder advance of $981,284. 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.

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

WeOur ~~issue stock~~financial 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~~We ~~assets~~issue ~~and~~stock ~~liabilities~~in ~~are~~lieu ~~recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts~~ of ~~existing~~cash ~~assets~~for ~~and~~certain ~~liabilities and their respective income tax bases~~transactions. ~~Deferred~~The ~~tax assets and~~fair ~~liabilities~~value ~~are~~of ~~measured~~our ~~using~~common ~~enacted~~stock, ~~tax rates expected to apply to taxable income in the years in~~ which ~~those~~is ~~temporary~~based ~~differences are~~on ~~expected~~comparable tocash bepurchases ~~recovered~~ or ~~settled.~~the ~~The~~value ~~effect on deferred tax assets and liabilities~~ of aservices, ~~change~~whichever ~~in tax rates~~ is ~~recognized as~~more ~~income~~readily ~~in the period that included the enactment date. A valuation allowance~~ determinable, is ~~recorded~~used ~~for~~to ~~the~~value ~~portion of~~ the ~~deferred tax asset that we do not believe is recoverable~~transaction.

14Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. A valuation allowance is recorded for the portion of the deferred tax asset that we do not believe is recoverable.

Material Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our current principal executive officer, who is also our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 15d-15(b) promulgated under the Exchange Act. Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures were not effective in alerting management in a timely fashion to all material information required to be included in our periodic filings with the Commission, which has contributed to significant delays in filing our previous periodic reports.

Based on this evaluation, our principal executive officer and principal financial officer will accelerate plans to implement additional financial reporting controls and procedures to ensure that information in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in Commission rules and forms. Furthermore, when and if we acquire an operating business, management will implement operating controls and procedures to ensure timely disclosure.15

ABased ~~control system,~~on nothis ~~matter how well designed and operated~~evaluation, ~~can~~our ~~provide~~principal ~~only~~executive ~~reasonable,~~officer ~~not~~and ~~absolute, assurance that the control system's~~principal ~~objectives~~financial officer will beaccelerate ~~met.~~plans ~~Further,~~to ~~the~~implement ~~design~~additional offinancial areporting ~~control~~controls ~~system~~and ~~must~~procedures ~~reflect~~to ~~the~~ensure ~~fact~~ that ~~there are resource constraints, and~~information ~~the~~in ~~benefits~~reports ofthat ~~controls~~we ~~must~~file beor ~~considered~~submit ~~relative~~under ~~to their costs. Because of~~ the ~~inherent~~Exchange ~~limitations~~Act inare ~~all~~recorded, ~~control systems~~processed, no ~~evaluation~~summarized ~~of controls can provide absolute assurance that all control issues~~ and ~~instances~~reported ofwithin ~~fraud, if any, with~~ the ~~Company~~time periods ~~have~~specified ~~been detected. These inherent limitations include the realities that judgments~~ in ~~decision-making~~Commission ~~can~~rules beand ~~faulty~~forms. Furthermore, ~~that~~when ~~breakdowns can~~and ~~occur~~if ~~because~~we ofacquire ~~simple~~an ~~errors~~operating ~~or mistakes~~business, ~~and~~management ~~that~~will ~~controls~~implement ~~can be circumvented by the acts of individuals or groups. Because~~operating ofcontrols ~~the~~and ~~inherent~~procedures ~~limitations in a cost-effective control system, misstatements due~~ to ~~error~~ensure ortimely ~~fraud may occur and not be detected~~disclosure.

~~Changes~~A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in ~~Internal~~all ~~Controls~~control ~~Over~~systems, ~~Financial~~no ~~Reporting~~evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, that breakdowns can occur because of simple errors or mistakes, and that controls can be circumvented by the acts of individuals or groups. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~There~~Changes ~~were no significant changes~~ in ~~our~~Internal ~~internal~~Controls ~~control~~Over ~~over~~Financial financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.Reporting

There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

~~PART II~~16

~~Item 1.~~PART ~~Legal Proceedings~~II

~~In 2005,~~Item ~~the Commission notified us that it is considering initiating administrative proceedings to have our common stock deregistered~~1. We ~~promptly~~Legal 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 Administrative Law Judge set a schedule for the Commission and the Company to submit written motions in support of their position on the issue of the Company’s registration. Following the submission of these motions, the Administrative Law Judge issued an initial decision on February 15, 2012 revoking the Company’s registration. The Company appealed that initial decision to the Commission and requested an oral argument before the Commission. Both the appeal and the oral argument request are currently pending. The request may take 6-9 months before the Commission will respond.Proceedings

In 2005, the ~~ordinary~~Commission notified us that it is considering initiating ~~course~~administrative ofproceedings to have our ~~business,~~common westock ~~may~~deregistered. atWe ~~times~~promptly besubmitted ~~subject~~a written response to ~~various~~the ~~legal~~Commission's notice ~~proceedings.~~and ~~However,~~engaged ~~except~~in asdiscussions ~~set~~with ~~forth~~the ~~above~~Commission regarding this notice. On October 17, we2011, ~~are~~the ~~not~~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 ~~are~~the ~~not~~Administrative ~~aware~~Law Judge set a schedule for the Commission and the Company to submit written motions in support of their position on the issue of the Company’s registration. Following the submission of these motions, ~~pending~~the Administrative orLaw ~~threatened~~Judge ~~litigation~~issued an initial decision on February 15, 2012 revoking the Company’s registration. The Company appealed that weinitial ~~currently~~decision ~~anticipate~~to ~~would~~the ~~have~~Commission aand ~~material~~requested ~~adverse~~an ~~effect~~oral argument before the Commission. The oral argument was completed onin ~~our~~June. ~~business~~The orappeal ~~operations~~is currently pending. The request may take six to nine months before the Commission will respond.

~~Item~~In the ordinary course of our business, we may at times be subject 1Ato various legal proceedings. ~~Risk~~However, ~~Factors~~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.

~~Not applicable~~Item to1A. ~~smaller~~Risk ~~reporting companies.~~Factors

~~Item 2.~~Not ~~Unregistered~~applicable ~~Sales~~to ofsmaller ~~Equity~~reporting ~~Securities and Use of Proceeds~~companies.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 3~~None. ~~Defaults Upon Senior Securities~~

~~None~~Item 3. Defaults Upon Senior Securities

~~Item 4~~None. ~~Mine Safety Disclosures~~

~~Not Applicable~~Item 4. Mine Safety Disclosures

~~Item 5.~~Not ~~Other Information~~applicable

~~None~~Item 5. Other Information

~~Item 6~~None. ~~Exhibits~~

~~(a)(1)~~ Item 6. Exhibits

~~The exhibits~~ (a)(1) ~~required by this item and included in this report or incorporated herein by reference are as follows:~~Exhibits

~~Exhibit 31.1~~The -exhibits ~~Certification~~required ofby ~~CEO/CFO~~this ~~pursuant~~item toand ~~Section~~included ~~302~~in ofthis ~~the~~report or ~~Sarbanes-Oxley~~incorporated ~~Act~~herein ofby ~~2002~~reference are as follows:

Exhibit 32 31.1 - Certification of CEO/CFO pursuant to Section ~~906~~ 302 of the Sarbanes-Oxley Act of 2002

16Exhibit 32.1 - Certification of CEO/CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~SIGNATURES~~17

~~Pursuant to the requirements 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.~~SIGNATURES

~~ABSOLUTE POTENTIAL~~Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~INC~~registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~(Registrant)~~ABSOLUTE POTENTIAL, INC.

By: /s/ Thomas F. Duszynski	Date: August 7, 2012
Thomas F. Duszynski
Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive Officer and
Principal Financial and Accounting Officer)

(Registrant)

By: /s/ Thomas F. Duszynsk	Date: February 14, 2013
Thomas F. Duszynski
Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive Officer and
Principal Financial and Accounting Officer)

Filing Compare · ABSOLUTE POTENTIAL, INC.