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: ~~March~~June 3130, 2013

[ ] 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~~	59-3223708
(State of other Jurisdiction or Incorporation	(IRS Employer Identification No.)
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
or Organization)
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)

141 West 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

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. £

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 □£

As of ~~April~~August 3014, 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	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	911
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1315
Item 4	Controls and Procedures	1315
	PART II
Item 1.	Legal Proceedings	1517
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1517
Item 3.	Defaults Upon Senior Securities	1517
Item 4.	Mine Safety Disclosures	1517
Item 5.	Other Information	1517
Item 6.	Exhibits	1517
SIGNATURES		1618

PART I

Item 1. Financial Information

Absolute Potential, Inc.
Balance Sheets
	March 31,			September 30,
	June 30,			September 30,
	2013			2012
	(unaudited)
Assets
Current assets:
Cash	$	27		$	27
Total Assets	$	27		$	27
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	5559,~~161~~132		$	55,161
Accrued payroll taxes		287,215			287,215
Total Current Liabilities		~~342~~346,~~376~~347			342,376
Long-term convertible advances from related party		994,549			981,165
Total Liabilities		1,~~336~~340,~~925~~896			1,323,541
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,~~962~~966,~~334~~305	)		(1,948,950	)
Total Stockholders' Deficit		(1,~~336~~340,~~898~~869	)		(1,323,514	)
Total Liabilities and Stockholders' Deficit	$	27		$	27
The accompanying notes are an integral part of these financial statements.

Absolute Potential, Inc.
Statements of Operations
	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2013			2012			2013			2012
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Operating revenues	$	—		$	—		$	—		$	—
Selling, general and administrative expenses		2,995			75,246			13,384			150,582
Net loss	$	(2,995	)	$	(75,246	)	$	(13,384	)	$	(150,582	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.12	)	$	(0.02	)	$	(0.23	)
Weighted average number of common shares
outstanding - 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.

3Statement of Operations

Absolute Potential, Inc.
	Three Months Ended						Nine Months Ended
Statements of Cash Flows
	June 30,						June 30,
	Six Months Ended
	2013			2012			2013			2012
	March 31,
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
	2013			2012
Operating revenues	$	—		$	—		$	—		$	—
	(unaudited)			(unaudited)
Selling, general and administrative expenses		3,971			32,024			17,355			182,606
Cash Flows from Operating Activities:
Net loss	$	(3,971	)	$	(32,024	)	$	(17,355	)	$	(182,606	)
Net loss	$	(13,384	)	$	(150,582	)
Net loss per share - basic and diluted	$	(0.01	)	$	(0.05	)	$	(0.03	)	$	(0.28	)
Adjustment to reconcile net loss to net cash used in operating activities
Weighted average number of common shares
Increase in accounts payable		—			46,617
outstanding - basic and diluted		646,176			646,176			646,176			646,176
Net cash used in operating activities		(13,384	)		(103,965	)
The accompanying notes are an integral part of these financial statements.
Cash Flows from Financing Activities:
3
Proceeds from long-term advances from related party		13,384			103,845
Net cash provided by financing activities		13,384			103,845
NET DECREASE IN CASH		—			(120	)
CASH , BEGINNING BALANCE		27			147
CASH , ENDING BALANCE	$	27		$	27
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
The accompanying notes are an integral part of these financial statements.

4Absolute Potential, Inc.

~~ABSOLUTE~~Statements ~~POTENTIAL,~~of ~~INC.~~Cash Flows

NOTES TO FINANCIAL STATEMENTS


	Nine Months Ended June 30,
	2013			2012
	(unaudited)			(unaudited)

Cash Flows from Operating Activities:
Net loss	$	(17,355	)	$	(182,606	)
Adjustment to reconcile net loss to net cash used in operating activities
Increase in acounts payable		3,971			46,617
Net cash used in operating activities		(13,384	)		(135,989	)

Cash Flows from Financing Activities:
Proceeds from long-term advances from related party		13,384			103,845
Net cash provided by financing activities		13,384			103,845

NET DECREASE IN CASH		—			(32,144	)

CASH , BEGINNING BALANCE		27			147

CASH , ENDING BALANCE	$	27		$	(31,997	)

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

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

~~MARCH 31, 2013~~ 4

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

~~Note~~NOTES TO 1.FINANCIAL ~~Organization and Basis of Presentation~~STATEMENTS

~~The unaudited financial statements were prepared by Absolute~~JUNE 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 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 six months ended March 31, 2013, are not necessarily indicative of the results to be expected for the year ending September 30, 2013.

~~Organization and Line of Business~~(UNAUDITED)

~~Absolute Potential, Inc. is a Florida corporation that was incorporated~~Note ~~on August 12, 1993~~1. OnOrganization ~~July~~and ~~31,~~Basis ~~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.Presentation

~~Basis~~The unaudited financial statements were prepared by Absolute Potential, Inc. (the "Company" or "Absolute"), pursuant to the rules and regulations of ~~Presentation~~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, 2013, are not necessarily indicative of the results to be expected for the year ending September 30, 2013.

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

~~Going~~Absolute Potential, ~~Concern~~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.

~~The accompanying financial statements have been prepared on a going~~Basis ~~concern basis that contemplates the realization~~ of ~~assets~~Presentation and liabilities. In the ordinary course of business, operating losses have been incurred each year since inception, resulting in an accumulated deficit of $1,962,334 and negative working capital of $342,349 as of March 31, 2013, and total liabilities exceeding total assets by $1,336,898 as of March 31, 2013. 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.

~~Note~~The accompanying 2.financial ~~Summary~~statements have been prepared in conformity with accounting principles generally accepted in the United States of ~~Significant~~America ~~Accounting~~(“US ~~Policies~~GAAP”).

~~Use of Estimates~~ Going Concern

The ~~preparation of~~ accompanying financial statements inhave ~~conformity~~been ~~with accounting~~prepared ~~principles~~on ~~generally~~a ~~accepted~~going inconcern basis that contemplates the ~~United~~realization ~~States~~of assets and liabilities. In the ordinary course of ~~America~~business, ~~requires~~operating ~~management~~losses tohave ~~make~~been ~~estimates~~incurred ~~and~~each ~~assumptions that~~year ~~affect~~since ~~the~~inception, ~~reported~~resulting ~~amounts~~in an accumulated deficit of ~~assets~~$1,966,305 and ~~liabilities~~negative ~~and~~working ~~disclosure~~capital of ~~contingent~~$346,320 ~~assets~~as of June 30, 2013, and total liabilities atexceeding ~~the~~total ~~date~~assets by $1,340,869 as of ~~the financial~~June ~~statements~~30, ~~and~~2013. Currently, the ~~reported~~Company ~~amounts~~has ofbeen ~~expenses~~provided ~~during~~working ~~the~~capital ~~reporting~~by ~~period~~a shareholder and is seeking a merger with an operating company. ~~The~~However, ~~significant~~these ~~estimates~~conditions ~~made~~raise insubstantial ~~the~~doubt ~~preparation of~~about the Company’'s ~~financial~~ability ~~statements~~to ~~relate~~continue toas a ~~the~~going ~~determination~~concern. The financial statements of the ~~valuation~~Company ~~allowance~~do ~~for~~not ~~the~~include ~~deferred~~any ~~tax~~adjustments ~~benefit and~~relating ~~accrued~~to ~~payroll~~the ~~taxes.~~recoverability ~~The~~of ~~Company’s~~liabilities that ~~actual~~might ~~results~~be ~~could~~necessary ~~differ~~should ~~materially~~the ~~from~~Company ~~these~~be ~~estimates~~unable ~~upon~~to ~~which~~continue ~~the~~as ~~carrying values~~a ~~were~~going ~~based~~concern.

5Note 2. Summary of Significant Accounting Policies

~~ABSOLUTE~~Use of ~~POTENTIAL,~~Estimates ~~INC.~~

~~NOTES~~The preparation TOof ~~FINANCIAL~~financial ~~STATEMENTS~~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.

~~MARCH 31, 2013~~5

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

~~Cash~~NOTES TO ~~and~~FINANCIAL ~~Cash Equivalents~~ STATEMENTS

~~Cash and cash equivalents include cash on hand~~JUNE 30, ~~cash in time deposits and all highly liquid investments with original maturities of three months or less.~~2013

~~Fair Value Measurements~~(UNAUDITED)

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

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

~~The Company accounts for income taxes in accordance with~~Fair ~~ASC~~Value 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.Measurements

~~Under ASC 740, a tax position is recognized as a benefit~~For ~~only~~certain ifof ~~it is “more likely than not” that~~ the ~~tax~~Company’s ~~position~~financial ~~would be sustained in a tax examination~~instruments, ~~with~~including acash ~~tax~~and ~~examination being~~cash ~~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~~equivalents, ~~including~~accounts ~~the~~payable ~~resolution~~and ofaccrued ~~any related appeals or litigation based on~~liabilities, the ~~technical~~carrying ~~merits~~amounts ofapproximate ~~that~~their ~~position.~~fair ~~The~~values ~~second~~due ~~step is~~ to ~~measure~~their ashort ~~tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements~~maturities. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

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

NoThe Company ~~penalties~~accounts orfor ~~interest~~income ~~relating~~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, ~~have~~whereby ~~been~~deferred tax assets are recognized for deductible temporary ~~incurred~~differences, ~~during~~and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the ~~six~~differences between ~~months~~the ~~ended~~reported ~~March~~amounts ~~31,~~of ~~2013~~assets and ~~2012~~liabilities and their tax bases. ~~GAAP~~Deferred ~~also~~tax ~~provides~~assets ~~guidance~~are onreduced ~~de-recognition~~by a valuation allowance when, ~~classification~~in the opinion of management, ~~interest~~it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and ~~penalties,~~liabilities ~~accounting~~are inadjusted ~~interim~~for ~~periods,~~the ~~disclosures~~effects of changes in tax laws and ~~transition~~rates on the date of enactment.

6Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

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

~~NOTES~~No penalties TOor ~~FINANCIAL~~interest ~~STATEMENTS~~relating to income taxes have been incurred during the nine months ended June 30, 2013 and 2012. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

~~MARCH 31, 2013~~6

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

~~Basic~~NOTES TO ~~and~~FINANCIAL ~~Diluted Losses Per Share~~ STATEMENTS

~~Earnings per share is calculated in accordance~~JUNE 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 March 31, 2013 and September 30, ~~2012 because their effect would have been anti-dilutive. As of March 31,~~ 2013 ~~and September 30, 2012, the number of potential dilutive shares related to the long term advances from related party was 2,486,373 and 2,452,913, respectively.~~

~~Recent Accounting Pronouncements~~(UNAUDITED)

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

~~Note~~Earnings per 3share is calculated in accordance with the ASC Topic 260, “Earnings Per Share.” ~~Related~~Basic ~~Party~~earnings ~~Transactions~~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 June 30, 2013 and September 30, 2012 because their effect would have been anti-dilutive. As of June 30, 2013 and September 30, 2012, the number of potential dilutive shares related to the long term advances from related party was 2,486,373 and 2,452,913, respectively.

~~During the six months ended March 31, 2013, Augustine Fund, L.P.,~~Recent ~~the~~Accounting ~~major shareholder and funding source for the Company, funded the operations of the Company an additional amount of $13,384.~~Pronouncements

~~The~~Management does ~~outstanding~~not ~~balances~~believe ofthat ~~these~~any ~~advances~~recently ~~were $994~~issued,~~549~~ ~~and~~but ~~$981,165 at~~not ~~March~~yet ~~31,~~effective ~~2013~~accounting ~~and~~pronouncements, ~~September~~if 30adopted, ~~2012,~~would ~~respectively. These advances are unsecured and~~ have noa ~~repayment terms. The advances~~material ~~are~~effect ~~convertible~~on ~~into shares of common stock. As of March 31, 2013 and September 30, 2012,~~ the ~~number~~accompanying offinancial ~~potential shares related to the long term advances from related party was 2,486,373 and 2,452,913, respectively~~statements.

Note 4 3. ~~Shareholders’~~Related ~~Equity~~Party Transactions

AsDuring ofthe nine ~~March~~months 31ended June 30, 2013, ~~the~~Augustine ~~Company~~Fund, ~~had~~L.P., ~~275~~the ~~record~~major ~~holders~~shareholder ~~of our common stock~~ and ~~646,176~~funding ~~shares~~source offor ~~common~~the ~~stock~~Company, ~~outstanding.~~funded ~~There~~the ~~were~~operations of nothe ~~recorded~~Company ~~equity~~an ~~transactions~~additional ~~for~~amount ~~the~~of ~~six months ended March 31~~$13, ~~2013~~384.

~~Note~~The 5outstanding balances of these advances were $994,549 and $981,165 at June 30, 2013 and September 30, 2012, respectively. ~~Commitments~~These advances are unsecured and ~~Contingencies~~have no repayment terms. The advances are convertible into shares of common stock. As of June 30, 2013 and September 30, 2012, the number of potential shares related to the long term advances from related party was 2,486,373 and 2,452,913, respectively.

~~In 2005, the Commission notified the Company that it is considering~~Note ~~initiating administrative proceedings to have the Company’s common stock deregistered~~4. 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 hired a third party legal counsel to respond to the CommissionShareholders’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. The oral argument was completed in June 2012. The appeal is currently pending.Equity

7As of June 30, 2013, the Company had 275 record holders of our common stock and 646,176 shares of common stock outstanding. There were no recorded equity transactions for the nine months ended June 30, 2013.

~~Item 2~~Note 5. ~~Management’s~~Commitments ~~Discussion~~ and ~~Analysis of Financial Condition and Results of Operation~~Contingencies

~~Plan~~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 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 ~~Operation--Introduction~~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. The oral argument was completed in June 2012. The appeal is currently pending.

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, 2003.7

~~In July 2003, we changed our name to Absolute Waste Services, Inc.~~Item 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")2. InManagement’s ~~June~~Discussion ~~2004, we~~ and ~~the~~Analysis ~~former members~~ of ~~Absolute~~Financial ~~Industries,~~Condition ~~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 toResults ~~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

~~Prior to the Merger, we had no material assets, liabilities or business~~Plan ~~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 10Operation-~~Q will treat us as a publicly held shell.~~-Introduction

We ~~are~~were incorporated ain ~~company~~Florida ~~that~~in isAugust ~~intended~~1993. toIn ~~serve~~November as2001, we filed a ~~vehicle~~voluntary petition for ~~the acquisition~~reorganization ofunder aChapter ~~target~~11 ~~business~~of the ~~which~~U. weS. ~~believe~~Bankruptcy ~~has~~Code ~~significant~~with ~~growth~~the ~~potential~~U.S. WeBankruptcy ~~are~~Court. ~~not~~On ~~presently~~August ~~engaged~~30, in2002, ~~and~~the weUnited ~~will~~States Bankruptcy Court for the Middle ~~not~~District ~~engage~~of inFlorida, ~~any~~Tampa ~~substantive~~Division, ~~commercial~~Case ~~business~~No. ~~for~~01-20854-8G1 issued an ~~indefinite~~order ~~period~~confirming ofour ~~time.~~Plan ~~While~~of weReorganization ~~may~~under ~~seek~~Chapter 11 toof ~~effect~~the ~~business~~Bankruptcy ~~combinations with~~Code, ~~more~~dated ~~than~~as ~~one~~of ~~target~~February ~~business~~25, we2002 ~~will~~(the ~~probably~~"Plan"). ~~have~~Although the ~~ability~~Plan became effective on August 30, as2002 aand ~~result~~we commenced implementation of ~~our~~the ~~limited~~Plan ~~resources~~on that date, todistributions ~~effect~~of ~~only~~common astock ~~single~~to our pre-bankruptcy creditors ~~business~~did ~~combination~~not occur until July 31, 2003.

~~Current~~In ~~Trends~~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.

AsPrior ato the ~~result~~Merger, ofwe ~~the~~had ~~recent~~no ~~declines~~material inassets, ~~the~~liabilities ~~United~~or ~~States~~business ~~equity~~operations. ~~markets~~In substance, ~~many~~ ~~privately~~we were a publicly held ~~companies~~shell ~~have~~corporation whose ~~been~~sole ~~shut~~business ~~off~~activity ~~from~~was the ~~public~~search ~~marketplace.~~for ~~Additionally,~~a assuitable ~~the~~business ~~economy~~opportunity. ~~has~~Because ~~slowed,~~the ~~many~~effects ~~companies are~~of ~~attempting~~the toMerger ~~divest~~have ~~non-core~~been ~~assets~~ unwound, and ~~divisions.~~because ~~Due~~we tono ~~these~~longer ~~factors,~~have weany ~~believe~~ownership ~~that~~interest ~~there~~in ~~are~~Merger ~~substantial~~Sub ~~opportunities to~~and ~~effect~~therefore ~~attractive~~no ~~acquisitions~~longer ~~and~~engage ~~that,~~in asthe atype ~~public~~of ~~entity,~~business wepreviously engaged ~~are~~in ~~well~~by ~~positioned~~the toMerger ~~identify~~Sub, ~~target~~this ~~acquisitions~~report ~~and~~on tothe ~~effect a~~Form ~~business~~10-Q ~~combination~~will totreat ~~take~~us ~~advantage~~as ofa ~~these~~publicly ~~current~~held ~~trends~~shell.

~~Effecting~~We are a company ~~Business~~that ~~Combination~~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.

~~General~~Current Trends

AAs ~~business~~a ~~combination~~result of ~~may involve~~ the ~~acquisition~~recent ~~of,~~declines orin ~~merger with,~~the aUnited ~~company~~States ~~that~~equity ~~does~~markets, ~~not~~many ~~need~~privately ~~substantial~~held ~~additional~~companies ~~capital~~have ~~but~~been ~~that~~shut ~~desires~~off tofrom ~~establish~~the a public ~~trading market for its~~marketplace. ~~shares~~Additionally, ~~while~~as ~~avoiding~~the ~~what~~economy ithas ~~may~~slowed, ~~deem~~many tocompanies beare ~~adverse~~attempting ~~consequences~~to ofdivest ~~undertaking~~non-core aassets ~~public~~and ~~offering itself~~divisions. ~~These~~Due ~~include~~to ~~time delays,~~these ~~significant expense~~factors, we ~~loss~~believe ofthat ~~voting~~there ~~control~~are ~~and~~substantial ~~compliance~~opportunities ~~with~~to ~~various~~effect ~~federal~~attractive acquisitions and ~~state~~that, ~~securities~~as ~~laws.~~a Inpublic ~~the alternative~~entity, a ~~business~~we ~~combination~~are ~~may~~well positioned ~~involve~~to aidentify ~~company~~target ~~which~~acquisitions ~~may~~and beto ~~financially~~effect ~~unstable~~a orbusiness incombination ~~its~~to ~~early~~take ~~stages~~advantage of ~~development~~these orcurrent ~~growth~~trends.

9Effecting a Business Combination

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

~~Our~~A ~~efforts in identifying a prospective target~~ business ~~will not~~ becombination ~~limited~~may toinvolve athe ~~particular~~acquisition ~~industry~~of, ~~and~~or wemerger ~~may~~with, ~~ultimately acquire~~ a ~~business~~company inthat ~~any~~does ~~industry~~not weneed ~~deem~~substantial ~~appropriate.~~additional Tocapital ~~date,~~but ~~we have~~that ~~not~~desires ~~selected any target business on which~~ to ~~concentrate~~establish ~~our search for~~ a ~~business~~public ~~combination.~~trading ~~While~~market wefor ~~intend~~its ~~to focus on target businesses in the United States~~shares, wewhile ~~are~~avoiding ~~not~~what ~~limited~~it ~~to those entities and~~ may ~~consummate~~deem ~~a business combination with a target business outside of the United States. Accordingly, there is no basis~~ to ~~evaluate~~be ~~the~~adverse ~~possible~~consequences ~~merits or risks~~ of ~~the target business or~~undertaking ~~the~~a ~~particular~~public ~~industry~~offering ~~in which we may ultimately operate~~itself. ToThese ~~the~~include ~~extent~~time ~~we effect a business combination with a financially unstable company or an entity in its early stage of development or growth~~delays, ~~including~~significant ~~entities without established records of sales or earnings~~expense, we ~~may~~loss ~~be affected by numerous risks inherent in the business and operations~~ of ~~financially~~voting ~~unstable~~control and ~~early~~compliance ~~stage~~with orvarious ~~potential~~federal ~~emerging~~and ~~growth~~state ~~companies~~securities laws. In ~~addition, to~~ the ~~extent~~alternative, ~~that we effect~~ a business combination ~~with~~may aninvolve ~~entity in an industry characterized by~~ a ~~high~~company ~~level~~which ~~of risk, we~~ may be ~~affected~~financially ~~by the currently unascertainable risks of that industry. An extremely high level of~~unstable ~~risk~~or ~~frequently characterizes many industries which experience rapid growth. In addition, although our management will endeavor to evaluate the risks inherent~~ in aits ~~particular~~early ~~industry~~stages orof ~~target~~development ~~business, there can be no assurance that we will properly ascertain~~ or ~~assess all significant risk factors~~growth.

~~Sources of Target Businesses~~8

WeNo ~~anticipate that target business candidates will be brought to~~Target ~~our~~Business 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~~Target ~~proposals.~~Industry 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.Identified

~~Selection~~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 ~~Target~~business ~~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 ~~Structuring~~operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we effect a ~~Business~~business combination with an entity in an industry characterized by a high level of risk, we may be ~~Combination~~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.

~~Although the fair market value~~ Sources of ~~our~~Target 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:Businesses

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

·Selection of ~~growth~~a ~~potential;~~Target Business and Structuring of a Business Combination

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

·• ~~capital~~financial ~~requirements~~condition and results of operation;

·• ~~competitive~~growth ~~position~~potential;

·• ~~stage~~experience ofand ~~development~~skill of ~~the~~management ~~target~~and ~~business's~~availability ~~products,~~of ~~processes~~additional ~~or services;~~personnel

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

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

·• ~~regulatory~~stage ~~environment~~of development of the ~~industry;~~target ~~and~~business's products, processes or services;

·• ~~costs~~degree ~~associated~~of ~~with~~current ~~effecting~~or potential market acceptance of the target business's ~~combination.~~products, processes or services;

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

~~These~~• ~~criteria~~regulatory ~~are~~environment ~~not intended to be exhaustive. Any evaluation relating to the merits~~ of ~~a particular business combination will be based, to~~ the ~~extent~~industry; 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~~costs ~~endeavor~~associated 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~~effecting ~~tax treatment of~~ the business combination.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.9

~~Rights~~These criteria are not intended to be exhaustive. Any evaluation relating to the merits of ~~Dissenting~~a ~~Shareholders~~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.

AWe ~~business combination may require the approval of the holders of~~will ~~the~~endeavor ~~outstanding~~to ~~shares~~structure ~~of both participating companies. Shareholders who vote against~~ a business combination inso ~~certain~~as ~~instances may be entitled~~ to ~~dissent~~achieve ~~and~~the tomost ~~obtain~~favorable ~~payment~~tax ~~for~~treatment ~~their shares. The requirement of approval of our shareholders in any business combination may be limited~~ to ~~those~~us, ~~transactions~~the ~~identified~~target ~~as a merger or a consolidation. We may enter into a~~ business ~~combination~~and ~~that~~both ~~would~~companies' ~~not require the approval of our~~ shareholders,. inThere ~~which~~can ~~case our shareholders may not~~ be ~~entitled~~no toassurances, ~~dissent and obtain payment for their shares. Accordingly~~however, ~~unless~~that the ~~acquisition~~Internal ~~requires~~Revenue ~~shareholder~~Service ~~approval,~~or weappropriate ~~will~~state ~~not~~tax authority ~~provide~~will ~~shareholders~~agree with a ~~disclosure~~our ~~document~~tax ~~containing~~treatment ~~audited~~of orthe ~~unaudited~~business ~~financial statements prior to such acquisition~~combination.

~~Prior~~The totime and ~~any~~costs ~~business~~required ~~combination~~to ~~for~~select ~~which~~and ~~shareholder~~evaluate ~~approval is~~a ~~required,~~target webusiness ~~intend~~and to ~~provide~~structure ~~our~~and ~~shareholders~~complete ~~disclosure~~the ~~documentation~~business ~~concerning~~combination ~~the~~cannot ~~business~~presently be ~~opportunity~~ascertained orwith ~~target~~any ~~company and~~degree ~~its~~of ~~business~~certainty. ~~Such~~Any ~~disclosure~~costs ~~will~~incurred inwith ~~all~~respect ~~likelihood~~to bethe inidentification ~~the~~and ~~form~~evaluation of a ~~proxy~~prospective target ~~statement~~business with which a business combination is not ultimately completed will beresult ~~distributed~~in a loss to ~~shareholders at~~us ~~least~~and 20reduce ~~days~~the ~~prior~~amount of capital available to ~~any~~otherwise ~~shareholder's~~complete ~~meeting~~a business combination.

~~Competition~~Rights of Dissenting Shareholders

InA ~~identifying,~~business combination ~~evaluating~~may ~~and~~require ~~selecting~~the aapproval ~~target~~of ~~business,~~the weholders ~~expect to~~of ~~encounter~~the ~~intense~~outstanding ~~competition~~shares ~~from~~of ~~other~~both ~~entities~~participating ~~having~~companies. aShareholders ~~business~~who vote ~~objective~~against ~~similar~~a tobusiness ~~ours.~~combination ~~Many~~in ofcertain ~~these~~instances ~~entities~~may ~~are~~be ~~well established~~entitled ~~and~~to ~~have~~dissent ~~extensive experience identifying~~ and ~~effecting~~to ~~business~~obtain ~~combinations~~payment ~~directly~~for ortheir ~~through affiliates~~shares. ~~Many~~The requirement of ~~these~~approval ~~competitors~~of ~~possess~~our ~~greater~~shareholders ~~technical,~~in ~~human~~any ~~and~~business ~~other~~combination ~~resources~~may ~~than us and our financial resources will~~ be ~~relatively~~ limited ~~when~~to ~~contrasted~~those ~~with~~transactions ~~those~~identified ofas ~~many~~a ofmerger or ~~these~~a ~~competitors~~consolidation. ~~While~~We wemay ~~believe~~enter ~~there~~into ~~are~~a ~~numerous~~business ~~potential~~combination ~~target businesses~~ that wewould ~~could~~not ~~acquire,~~require ~~our~~the ~~ability~~approval toof ~~compete~~our shareholders, in ~~acquiring~~which case ~~certain~~our ~~sizable~~shareholders ~~target~~may ~~businesses~~not ~~will~~ be ~~limited~~entitled byto ~~our~~dissent ~~available~~and ~~financial resources.~~obtain ~~This~~payment ~~inherent~~for ~~competitive~~their ~~limitation~~shares. ~~gives~~Accordingly, ~~others~~unless ~~an advantage in pursuing~~ the acquisition requires ofshareholder ~~a target business. Further~~approval, if we ~~need~~will tonot ~~seek~~provide ~~shareholder~~shareholders ~~approval~~with of a ~~business~~disclosure ~~combination,~~document itcontaining ~~may~~audited ~~delay~~or ~~the~~unaudited ~~completion~~financial statements ofprior ato ~~transaction~~such acquisition.

11Prior 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.

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

~~Results~~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 ~~Operations~~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.

~~Three Months Ended March 31, 2013 compared to Three Months Ended March 31, 2012~~10

	Three Months Ended March 31,
	2013			2012			Change
Operating revenues	$	—		$	—		$	—		—
Selling, general and administrative		2,995			75,246			(72,251	)	-96	%
Net loss	$	(2,995	)	$	(75,246	)	$	72,251		-96	%

~~Selling, General and Administrative: Selling, general and~~Results ~~administrative expenses were $2,995 for the three months ended March 31, 2013, a decrease~~ of ~~$72,251 or 96%, compared to $75,246 for the three months ended March 31, 2012. The decrease is due to a decrease in accounting, legal and auditing fees.~~Operations

~~Six~~ Three Months Ended ~~March~~June 3130, 2013 compared to ~~Six~~Three Months Ended ~~March~~ 31June 30, 2012

	Six Months Ended March 31,
	Three Months Ended June 30,
	2013			2012			Change
Operating revenues	$	—		$	—		$	—		—
Selling, general and administrative		133,~~384~~971			~~150~~32,~~582~~024			(~~137~~28,~~198~~053	)	-9188	%
Net loss	$	(133,~~384~~971	)	$	(~~150~~32,~~582~~024	)	$	~~137~~28,~~198~~053		-9188	%

Selling, General and Administrative: Selling, general and administrative expenses were $133,~~384~~971 for the ~~six~~three months ended ~~March~~June 3130, 2013, a decrease of $~~137~~28,~~198~~053 or 9188%, compared to $~~150~~32,~~582~~ 024 for the ~~six~~three months ended ~~March~~June 3130, 2012. The decrease is due to a decrease in accounting, legal and auditing fees.

~~Liquidity~~Nine Months ~~and~~Ended ~~Capital~~June ~~Resources~~30, 2013 compared to Nine Months Ended June 30, 2012

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.

	Nine Months Ended June 30,
	2013			2012			Change

Operating revenues	$	—		$	—		$	—		—

Selling, general and administrative		17,355			182,606			(165,251	)	-90	%

Net loss	$	(17,355	)	$	(182,606	)	$	165,251		-90	%

AsSelling, General ofand ~~March~~Administrative: 31Selling, ~~2013,~~general weand ~~have~~administrative ~~accounts~~expenses ~~payable~~were of $5517,~~161,~~355 afor ~~payroll tax~~the ~~obligation~~nine ofmonths ~~$287,215~~ended ~~and~~June 30, 2013, a ~~shareholder~~decrease ~~advance~~ of $~~994~~162,~~549.~~251 Weor do90%, ~~not~~compared ~~have~~to ~~sufficient~~$182,606 ~~cash~~for ~~reserves~~the tonine ~~satisfy~~months ~~these~~ended ~~amounts. We~~June ~~anticipate~~30, ~~that~~2012. weThe ~~will~~decrease ~~need~~is due to ~~borrow funds from~~ a ~~major shareholder~~ decrease in ~~order to satisfy these obligations. However~~accounting, ~~none~~legal ~~of our~~and ~~shareholders~~auditing ~~has any obligation to provide such loans to us~~fees.

12Liquidity and Capital Resources

~~Critical~~We ~~Accounting~~do ~~Policies~~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.

~~Our~~As ~~financial~~of ~~statements~~June 30, 2013, we have ~~been~~accounts ~~prepared~~payable inof ~~accordance~~$59,132, ~~with~~a ~~accounting policies~~payroll ~~generally~~tax ~~accepted~~obligation inof ~~the~~$287,215 ~~United~~and ~~States.~~a ~~The~~shareholder ~~preparation~~advance of ~~these~~$994,549. ~~financial~~We do ~~statements~~not ~~requires~~have ussufficient tocash ~~make~~reserves ~~estimates~~to ~~and assumptions~~satisfy ~~that~~these ~~affect~~amounts. ~~the~~We ~~assets~~anticipate ~~and~~that ~~liabilities~~we atwill ~~the~~need ~~date~~to ofborrow ~~the~~funds ~~financial~~from ~~statements~~a ~~and~~major ~~the reported amounts of revenues~~shareholder ~~and~~in ~~expenses~~order ~~during~~to ~~the~~satisfy ~~reporting~~these ~~period~~obligations. WeHowever, ~~believe~~none ~~the~~of ~~following~~our ~~critical~~shareholders ~~accounting~~has ~~policies~~any ~~require~~obligation ~~significant~~to ~~judgments, estimates~~provide ~~and~~such ~~assumptions~~loans ~~used~~to ~~in the preparation of the financial statements~~us.

We issue stock in lieu of cash for certain transactions. The fair value of our common stock, which is based on comparable cash purchases or the value of services, whichever is more readily determinable, is used to value the transaction.11

~~Deferred tax assets and liabilities are recognized for the estimated~~Critical ~~future~~Accounting 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.Policies

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

We ~~have~~issue stock noin ~~material~~lieu ~~off-balance~~of ~~sheet~~cash ~~arrangements~~for certain transactions. The fair value of our common stock, which is based on comparable cash purchases or the value of services, whichever is more readily determinable, is used to value the transaction.

~~Item~~Deferred tax 3assets 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. ~~Quantitative~~Deferred tax assets and liabilities ~~Qualitative~~are ~~Disclosures~~measured ~~About~~using ~~Market~~enacted ~~Risk~~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.

~~Not~~Material Off-Balance ~~applicable~~Sheet ~~to smaller reporting companies.~~Arrangements

~~Item~~We 4.have no ~~Controls~~material ~~and~~off-balance ~~Procedures~~sheet arrangements.

~~Disclosure~~Item 3. ~~Controls~~Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk

~~Disclosure controls and procedures are designed to ensure that information~~Not ~~required~~applicable to besmaller ~~disclosed~~reporting ~~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~~companies. 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.

13Item 4. Controls and Procedures

~~Based on this evaluation, our principal executive officer and principal~~Disclosure ~~financial~~Controls ~~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.Procedures

ADisclosure controls ~~control~~and ~~system,~~procedures noare ~~matter~~designed ~~how~~to ~~well~~ensure ~~designed~~that ~~and~~information ~~operated,~~required ~~can provide~~to ~~only~~be ~~reasonable,~~disclosed ~~not~~in ~~absolute,~~the ~~assurance~~reports ~~that~~filed or submitted under the ~~control~~Exchange ~~system's~~Act ~~objectives~~is ~~will~~recorded, beprocessed, ~~met.~~summarized ~~Further~~and reported, within the ~~design~~time ofperiod aspecified ~~control system~~in ~~must~~the ~~reflect~~Commission's ~~the~~rules ~~fact~~and forms. ~~that~~Disclosure ~~there~~controls ~~are~~and ~~resource~~procedures ~~constraints~~include, without limitation, controls and ~~the~~procedures ~~benefits~~designed ofto ~~controls~~ensure ~~must~~that information required to be ~~considered~~disclosed ~~relative~~in tothe ~~their costs.~~reports ~~Because~~filed ofunder the ~~inherent~~Exchange ~~limitations~~Act inis ~~all~~accumulated ~~control~~and ~~systems,~~communicated noto ~~evaluation~~management, ofas ~~controls~~appropriate, to ~~can~~allow ~~provide~~timely ~~absolute~~decisions ~~assurance~~regarding ~~that all~~required ~~control~~disclosure. ~~issues~~Our ~~and~~current ~~instances~~principal ofexecutive ~~fraud~~officer, ifwho ~~any~~is also our principal financial officer, ~~with~~evaluated the ~~Company~~effectiveness ~~have~~of ~~been~~our ~~detected.~~disclosure ~~These~~controls ~~inherent~~and ~~limitations~~procedures ~~include~~as of the ~~realities~~ ~~that~~end ~~judgments~~of inthe ~~decision-making~~period ~~can~~covered beby ~~faulty,~~this ~~that~~report pursuant ~~breakdowns~~to ~~can~~Rule ~~occur~~15d-15(b) ~~because~~promulgated ofunder ~~simple~~the ~~errors~~Exchange orAct. ~~mistakes~~Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls ~~can~~and beprocedures ~~circumvented~~were bynot ~~the~~effective ~~acts~~in ofalerting ~~individuals~~management orin ~~groups.~~a ~~Because~~timely offashion to ~~the~~all ~~inherent~~material ~~limitations~~information required to be included in aour ~~cost-effective control~~periodic ~~system,~~filings ~~misstatements~~with ~~due~~the toCommission, ~~error~~which orhas ~~fraud~~contributed ~~may~~to ~~occur~~significant delays ~~and~~in ~~not~~filing beour ~~detected~~previous periodic reports.

~~Changes~~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 ~~Internal~~reports ~~Controls~~that ~~Over~~we ~~Financial~~file ~~Reporting~~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.

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.12

14A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, that breakdowns can occur because of simple errors or mistakes, and that controls can be circumvented by the acts of individuals or groups. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~PART~~Changes in IIInternal Controls Over Financial Reporting

~~Item~~There 1.were no ~~Legal~~significant ~~Proceedings~~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.

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 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. The oral argument was completed in June. The appeal is currently pending.13

~~In the ordinary course of our business, we may at times be subject~~PART 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.II

Item 2 1. ~~Unregistered~~Legal ~~Sales of Equity Securities and Use of Proceeds~~Proceedings

~~None~~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 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. The oral argument was completed in June. The appeal is currently pending.

~~Item~~In 3the ordinary course of our business, we may at times be subject to various legal proceedings. ~~Defaults~~However, ~~Upon~~except ~~Senior~~as ~~Securities~~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.

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

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

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

~~Item 5~~None. ~~Other Information~~

~~None~~Item 4. Mine Safety Disclosures

~~Item 6. Exhibits~~None

~~(a)(1)~~Item 5. ~~Exhibits~~Other Information

~~The exhibits required by this item and included in this report or incorporated herein by reference are as follows:~~None.

~~Exhibit 31~~Item 6.1 ~~- Certification of CEO/CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~Exhibits

~~Exhibit 32.~~ (a)(1 ~~- Certification of CEO/CFO pursuant to Section~~) ~~906 of the Sarbanes-Oxley Act of 2002~~Exhibits

15The exhibits required by this item and included in this report or incorporated herein by reference are as follows:

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

~~Pursuant~~Exhibit 32.1 to- ~~the~~Certification ~~requirements~~ of ~~the~~CEO/CFO ~~Securities~~pursuant ~~Exchange Act of 1934, the registrant has duly caused this report~~ to beSection ~~signed~~906 onof ~~its behalf by~~ the ~~undersigned~~Sarbanes-Oxley ~~thereunto~~Act ~~duly~~of ~~authorized.~~2002

~~ABSOLUTE POTENTIAL, INC.~~14

~~(Registrant)~~SIGNATURES

By: /s/ Thomas F. Duszynski		Date: May 10, 2013
Thomas F. Duszynski
Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive Officer and
Principal Financial and Accounting Officer)

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.

ABSOLUTE POTENTIAL, INC.
(Registrant)


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

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