UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section l3 and l5(d) of the
Securities Exchange Act of l934
October 3, 2007
Date of report (date of earliest event reported)
ABSOLUTE POTENTIAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Florida
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(State or Other Jurisdiction of Incorporation)
0-21279 59-3223708
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(Commission File Number) (IRS Employer Identification No.)
141 West Jackson Boulevard,
Suite 2182, Chicago, Illinois 60604
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(Address of Principal Executive Offices) (Zip Code)
(312) 427-5457
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrant's Certifying Accountant.
(a) On October 3, 2007, Pender Newkirk & Company LLP was terminated as
the certifying accountant for Absolute Potential, Inc. (the "Registrant").
Pender Newkirk & Company LLP has served since April 2000 as the
certifying accountant for the Registrant's financial statements. Its audit
report to the accountant for the Registrant's financial statements for the year
ended September 30, 2005, includes language expressing substantial doubt as to
the Registrant's ability to continue as a going concern because it (i) has
generated significant losses; and (ii) recorded a significant accumulated
deficit. The audit report contains no other adverse opinion, disclaimer of
opinion or modification as to uncertainty, audit scope or accounting principles.
During the period Pender Newkirk & Company LLP was engaged by the
Registrant, there were no disagreements with Pender Newkirk & Company LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of
Pender Newkirk & Company LLP would have caused Pender Newkirk & Company LLP to
make reference to the subject matter of the disagreements in connection with any
reports it would have issued. Also, there were no "reportable events" as that
term is defined in Item 304(a)(1)(iv) of Regulation S-B.
The Registrant has provided Pender Newkirk & Company LLP with a copy
of the foregoing disclosure, and has requested that Pender Newkirk & Company LLP
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with such disclosure. The Registrant has filed
as an Exhibit to this Form 8-K a copy of the letter from Pender Newkirk &
Company LLP required by Item 304(a)(3) of Regulation S-B.
(b) On or about October 3, 2007, the Registrant entered into an
agreement with Frank L. Sassetti & Co. to assume the role of its new certifying
accountant. Frank L. Sassetti & Co. has been asked to audit the Registrant's
financial statements for the years ending September 30, 2006 and 2007. During
the two most recent fiscal years and the subsequent interim periods prior to the
engagement of Frank L. Sassetti & Co., the Registrant did not consult with Frank
L. Sassetti & Co. with regard to:
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Registrant's financial statements; or
(ii) any matter that was either the subject of a disagreement or a
reportable event (as described in Item 304(a)(1)(iv) of Regulation S-B).
The decision to change principal auditors and the engagement of the
new principal auditor was recommended and approved by the Registrant's Board of
Directors.
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Item 9.01. Financial Statements and Exhibits.
Exhibit Description
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16.1 Letter to the SEC from Pender Newkirk & Company LLP dated
October 5, 2007.
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SIGNATURES
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 hereunto duly authorized.
Date: October 5, 2007 By: /s/ THOMAS F. DUSZYNSKI
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Thomas F. Duszynski,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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16.1 Letter to the SEC from Pender Newkirk & Company LLP dated
October 5, 2007.
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