0001104659-08-025656.txt : 20080421 0001104659-08-025656.hdr.sgml : 20080421 20080421171030 ACCESSION NUMBER: 0001104659-08-025656 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080421 DATE AS OF CHANGE: 20080421 GROUP MEMBERS: AUGUSTINE CAPITAL MANAGEMENT, LLC GROUP MEMBERS: BRIAN D. PORTER GROUP MEMBERS: JOHN T. PORTER GROUP MEMBERS: THOMAS F. DUSZYNSKI FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AUGUSTINE FUND LP CENTRAL INDEX KEY: 0001053372 IRS NUMBER: 364186782 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 141 WEST JACKSON BLVD STE 1792 CITY: CHICAGO STATE: IL ZIP: 60604 MAIL ADDRESS: STREET 1: 141 WEST JACKSON BLVD. STE. 2182 CITY: CHICAGO STATE: IL ZIP: 60606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABSOLUTE POTENTIAL, INC. CENTRAL INDEX KEY: 0001002360 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 593223708 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61345 FILM NUMBER: 08767521 BUSINESS ADDRESS: STREET 1: 141 WEST JACKSON BOULEVARD STREET 2: SUITE 2182 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 312-427-5457 MAIL ADDRESS: STREET 1: 141 WEST JACKSON BOULEVARD STREET 2: SUITE 2182 CITY: CHICAGO STATE: IL ZIP: 60604 FORMER COMPANY: FORMER CONFORMED NAME: ABSOLUTE POTNETIAL, INC. DATE OF NAME CHANGE: 20051024 FORMER COMPANY: FORMER CONFORMED NAME: ABSOLUTE WASTE SERVICES INC DATE OF NAME CHANGE: 20031107 FORMER COMPANY: FORMER CONFORMED NAME: THERMACELL TECHNOLOGIES INC DATE OF NAME CHANGE: 19960529 SC 13D/A 1 a08-10999_1sc13da.htm SC 13D/A

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

	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 15)*

Absolute Potential, Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

00388N 10 1

(CUSIP Number)

Evelyn C. Arkebauer, Esq.

Reed Smith LLP

10 S. Wacker Drive, 40^th Floor

Chicago, IL 60606

(312) 207-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 31, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1.	Names of Reporting Persons Augustine Fund, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,370,660

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,370,660

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,370,660

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 95.8%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons Augustine Capital Management, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,384,810

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,384,810

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,384,810

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 96.3%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons John T. Porter

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,384,810

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,384,810

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,384,810

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 96.3%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons Brian D. Porter

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,384,810

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,384,810

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,384,810

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 96.3%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons Thomas F. Duszynski

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,384,810

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,384,810

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,384,810

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 96.3%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment Number 15 to Schedule 13D (the “Schedule 13D” or this “Amendment”) is filed by Augustine Fund L.P. (the “Fund”), Augustine Capital Management LLC (“Augustine”), John T. Porter, Brian D. Porter and Thomas F. Duszynski (collectively, the “Augustine Persons”).

Item 1.	Security and Issuer
The class of equity securities to which this Amendment relates is the Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”) of Absolute Potential, Inc., a Florida corporation (the “Company”).

Item 2.	Identity and Background


Item 3.	Source and Amount of Funds or Other Consideration
Pursuant to a Conversion Agreement, dated May 19, 2005, between the Company and the Fund (the “Conversion Agreement”), the Fund has advanced an additional $6,000 to the Company (the “Advances”). The Company has the right to convert the Advances into 15,000 shares of Common Stock.

Item 4.	Purpose of Transaction


Item 5.	Interest in Securities of the Issuer
(a) As of the date of this Amendment:
	(i) the Fund beneficially owns 2,370,660 Shares directly;
	(ii) Augustine beneficially owns 14,150 Shares directly and 2,370,660 Shares indirectly as the general partner of the Fund;
	(iii) each of the Augustine Persons beneficially own 2,384,810 Shares indirectly as members of Augustine.
The number of shares beneficially owned by the Fund, Augustine and each of the Augustine Persons includes 1,870,895 Shares issuable pursuant to the Conversion Agreement in connection with conversion rights currently exercisable or exercisable within 60 days from the date hereof.
(b) The information contained in table form in Rows 7 through 11 on each of pages 2 through 6 hereof, which relates to the beneficial ownership, voting and disposition of Shares, is hereby incorporated by reference.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer


Item 7.	Material to be Filed as Exhibits
	Exhibit 1 – Joint Filing Agreement

Signatures

After reasonable inquiry to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Dated: April 7, 2008

Augustine Fund, L.P.

By: Augustine Capital Management LLC, Its General Partner

By:	/s/ John T. Porter
John T. Porter, President


Augustine Capital Management LLC


By	/s/ John T. Porter
John T. Porter, President


/s/ John T. Porter
John T. Porter, individually

/s/ Brian D. Porter
Brian D. Porter, individually

/s/ Thomas F. Duszynski
Thomas F. Duszynski, individually

EX-1 2 a08-10999_1ex1.htm EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date: April 7, 2008

AUGUSTINE FUND, L.P.

By: Augustine Capital Management LLC, Its General Partner


By:	/s/ John T. Porter
John T. Porter, President


AUGUSTINE CAPITAL MANAGEMENT LLC


By:	/s/ John T. Porter
John T. Porter, President


/s/ John T. Porter
JOHN T. PORTER, individually

/s/ Brian D. Porter
BRIAN D. PORTER, individually

/s/ Thomas F. Duszynski
THOMAS F. DUSZYNSKI, individually