Hightower Acquisition CORP - FORM 10-Q

Attached files

file	filename
EX-31.1 - EX-31.1 - Hightower Acquisition CORP	v233114_ex31-1.htm
EX-32.1 - EX-32.1 - Hightower Acquisition CORP	v233114_ex32-1.htm
EX-10.2 - EX-10.2 - Hightower Acquisition CORP	v233114_ex10-2.htm
EX-10.1 - EX-10.1 - Hightower Acquisition CORP	v233114_ex10-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2011

¨	Transition Report under Section 13 or 15(d) of the Exchange Act for the Transition Period from ________ to ___________

Commission File Number: 0-53258

ADELMAN ENTERPRISES, INC.

(Exact name of small business issuer as specified in its charter)

HIGHTOWER ACQUISITION CORPORATION.

(Former name of registrant)

Delaware		20-5572680
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

798 Moorpark Avenue

Moorpark, CA 93021

Issuer's Telephone Number: (818) 436-0410

(Address and phone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 (ss.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 ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

Check whether the issuer is a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes ¨ No x

The Registrant has 15,085,300 shares of Common stock, par value $.0001 per share issued and outstanding as of June 30, 2011. There currently is no public market for the Company’s Stock.

Traditional Small Business Disclosure Format (check one) Yes ¨ No x

INDEX TO QUARTERLY REPORT

			Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets
		June 30, 2011 (Unaudited) and December 31, 2010	3

	Condensed Consolidated Statements of Operations
		For the Three and Six Months Ended June 30, 2011 and 2010 and for the period from September 13, 2006 (Inception) to June 30, 2011	4

	Condensed Consolidated Statements of Cash Flows
		For the Six Months Ended June 30, 2011 and 2010 and for the period from September 13, 2006 (Inception) to June 30, 2011	5

	Notes to Condensed Consolidated Financial Statements		6

Item 2.	Management's Discussion and Analysis and Plan of Operation		11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		13

Item 4.	Controls and Procedures		13

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings		13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13

Item 3.	Defaults upon Senior Securities		13

Item 4.	Submission of Matters to a Vote of Security Holders		13

Item 5.	Other Information		13

Item 6.	Exhibits		13

Signatures			14

ADELMAN ENTERPRISES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2011 (UNAUDITED) AND DECEMBER 31, 2010

	June 30, 2011			December 31, 2010
ASSETS

Cash	$	97		$	1,507

Accounts Receivable		5,000			-

Due from related party		17,893			15,354

Other Current Assets		20,026			218

Total current assets		43,016			17,079

Property and Equipment, net		4,532			4,985

Intangible Assets, net		10,240			-

Deposits, long-term		490			2,170

TOTAL ASSETS	$	58,278		$	24,234

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Accounts Payable	$	78,012		$	6,593

Due To Related Party		141,002			25,000

Accrued Expenses		64,774			22,702

TOTAL LIABILITIES		283,788			54,295

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, par value $0.0001 per share Authorized – 20,000,000 shares, none issued and outstanding		-			-

Common stock, par value $0.0001 per share Authorized – 100,000,000 shares, Issued and outstanding – 15,085,300		1,508			1,508

Additional paid-in capital		193,393			185,460

Deficit accumulated during development stage		(420,411	)		(217,029	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(225,510	)		(30,061	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	58,278		$	24,234

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

ADELMAN ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010

AND FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION) TO JUNE 30, 2011

(UNAUDITED)

	For the Three Months Ended June 30, 2011			For the Three Months Ended June 30, 2010			For the Six Months Ended June 30, 2011			For the Six Months Ended June 30, 2010			For the period from September 13, 2006 (Inception) to June 30, 2011

REVENUE	$	5,000		$	-		$	5,000		$	-		$	5,000

EXPENSES

Salaries and Wages		11,899			-			76,040			-			204,614

Rent		1,524			4,750			6,264			4,750			39,514

Legal and Professional Fees		34,777			698			65,852			698			80,418

Other Expenses		31,596			16,256			60,662			16,256			116,121

Total Expenses		79,796			21,704			208,818			21,704			440,667

OTHER INCOME AND EXPENSE

Sub-lease Income		-			-			436			-			16,056

LOSS BEFORE INCOME TAXES		(74,796	)		(21,704	)		(203,382	)		(21,704	)		(419,611	)

Income Tax Expense		-			-			-			-			800

NET LOSS	$	(74,796	)	$	(21,704	)	$	(203,382	)	$	(21,704	)	$	(420,411	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average number of shares outstanding, basic and diluted		15,085,300			8,234,009			15,083,946			4,642,015

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

ADELMAN ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

AND FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION) TO JUNE 30, 2011

(UNAUDITED)

	For the Six Months Ended June 30, 2011			For the Six Months Ended June 30, 2010			For the period from September 13, 2006 (Inception) to June 30, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (Loss)	$	(203,382	)	$	(21,704	)	$	(420,411	)

Adjustment to reconcile net loss to net cash used by operating activities:

Depreciation		951			-			1,364

Amortization		2,260			-			2,260

Stock issued for rent		-			-			19,000

Contributed organizational expenses		-			-			650

Fair value of professional fees		-			-			1,667

Changes in operating assets and liabilities:

Accounts Receivable		(5,000	)		-			(5,000	)

Due from related party		(2,539	)		(3,133	)		(17,893	)

Other Current Assets		(19,808	)		(200	)		(20,026	)

Deposits		1,680			21,000			(490	)

Accounts Payable		71,419			-			78,012

Accrued Expenses		42,072			3,358			64,774

NET CASH USED IN OPERATING ACTIVITIES		(112,347	)		(679	)		(296,093	)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of Property and Equipment		(498	)		(600	)		(5,896	)

Acquisition of Anthus, LLC		(4,567	)		-			(4,567	)

NET CASH USED IN INVESTING ACTIVITIES		(5,065	)		(600	)		(10,463	)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock		-			1,290			165,726

Redemption of common stock		-			(75	)		(75	)

Proceeds from related party note		116,002			-			141,002

NET CASH PROVIDED BY FINANCING ACTIVITIES		116,002			1,215			306,653

INCREASE IN CASH AND CASH EQUIVALENTS		(1,410	)		(64	)		97

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		1,507			500			-

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	97		$	436		$	97

NON-CASH INVESTING AND FINANCING ACTIVITIES

Common stock issued for license agreement	$	12,500		$	-		$	12,500

Cash Paid For:

Interest		-			-			-

Income Taxes		-			-			-

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

ADELMAN ENTERPRISES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

(UNAUDITED)

1. NATURE OF OPERATIONS & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Organization & Nature of Operations

Adelman Enterprises, Inc., formerly known as Hightower Acquisition Corporation (the “Company”) was incorporated under the laws of the state of Delaware on September 13, 2006. On April 27, 2010, Hightower Acquisition Corporation filed an amendment to its certificate of incorporation to change its name to Adelman Enterprises, Inc. On May 12, 2010 the current shareholders effected a change in control under which they intend to launch a global television network (the Anthus Channel) as well as motion capture technology.

The Company has been selling shares of its common stock at different prices starting June 25, 2010. From June 25, 2010 through July 28, 2010 individuals who had helped with the initial stages of the company were offered shares of common stock at a par value of $0.0001. In most cases, the number of shares of common stock they could purchase at this price was capped out at 10,000 shares for each shareholder. Three individuals were allowed to purchase 50,000 shares of common stock at this price because of their increased involvement with the Company.

Consolidation

Effective April 11, 2011, the Company completed its acquisition of Anthus, LLC (“Anthus”), a wholly-owned business of the Company’s CEO, Charles Adelman. The consolidated financial statements include the accounts of the Company and Anthus (from April 11, 2011 through June 30, 2011). All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three to five years for computer equipment, and three to seven years for office furniture and equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term of the useful life of the improvements.

Non-Cash Equity Issuances

The Company periodically issues shares of common stock in exchange for, or in settlement of, services. Management values the shares issued in such transactions at either the then market value of its common stock, as determined by the Board of Directors and after taking into consideration factors such as the volume of shares issued or trading restrictions, or the value of the services received, whichever is more readily determinable.

Revenue Recognition

The company recognizes revenue from the rendering of video production, editing and graphic design as the services are performed.

Income Taxes

The company uses the asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

Fair Value of Financial Instruments

In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The estimated fair value of cash, accounts payable and other accrued expenses approximate their carrying amounts due to the nature and short maturity of these instruments. The Company considers the carrying value of its financial instruments to approximate their fair value due to the short maturity of these instruments.

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. Any such valuation adjustments are applied consistently over time. At this time, management does not plan to adopt fair value accounting for nonfinancial assets or liabilities.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period.

Recent Pronouncements

There are no recently issued accounting standards with pending adoptions that the Company’s management currently anticipates will have any material impact upon its financial statements.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained a net loss of $200,486 for the 6 months ended June 30, 2011. The Company's current financial resources are not considered adequate to fund its planned operations. These conditions raise substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's continuation as a going concern currently is dependent upon timely procuring significant external debt and/or equity financing to fund its immediate and near-term operations, and subsequently realizing operating cash flows from implementation of its business ventures, the Anthus Channel and the motion capture technology.

2. ACQUISITION OF ANTHUS, LLC

The acquisition by the Company of Anthus, LLC occurred on April 11, 2011. Anthus was wholly owned by Charles Adelman, and in April, 2011, ownership of Anthus was transferred to the Company. Anthus is a development-stage company incorporated in Delaware in June 2009 by Charles Adelman, president of Anthus and President/CEO of the Company. Anthus is developing the Anthus Channel, a 24/7 global broadcast television network focused on health, wellness, positivity and philanthropy. The basis of the network will be an advanced online social networking system that will create a bridge for advertisers to their target audience, providing a link between broadcast, mobile and web. Anthus had limited operations through the acquisition date. As a result, Anthus was transferred to the company for no consideration. As a result of the acquisition, the Company assumed liabilities of Anthus which totaled $4,567.

3. RELATED PARTY TRANSACTIONS

As of June 30, 2011, there are balances due to and from three different entities.

Anthem Pictures: Charles Adelman is 51% owner and President of Anthem Pictures. Anthem Pictures sub-leased part of the building located at 5214 Bonsai Ave, Moorpark, CA 93021. As of June 30, 2011, Anthem Pictures owed the Company rent in the amount of $8,989.

Daniel Kass: Daniel Kass is on the Board of Directors of the Company and owns 8% of the current outstanding shares. Mr. Kass has loaned the Company a total of $135,443 for Company operating expenses at 6% interest, to be paid out of any bridge funding or funds out of a successful public offering. This is disclosed as Due to Shareholder in the condensed Balance Sheet.

Helen Jepsen: Helen Jepsen is a shareholder of the Company. Mrs. Jepsen has loaned the Company a total of $2,974 for Company travel expenses at 6% interest, to be paid out of any bridge funding or funds out of a successful public offering. This is disclosed as Due to Shareholder in the condensed Balance Sheet.

Menache Adelman

In addition to the balances listed above, on April 24, 2010, the Company executed a joint venture agreement (the “Joint Venture Agreement”) with Menache, LLC, a California limited liability company (the “Operating Agreement”) containing the governing provisions and intentions for creating a new Delaware limited liability company, Menache Adelman LLC (“Menache Adelman”). On April 30, 2010, the Company entered into an operating agreement with Menache Adelman, conditioned on money being raised for Menache Adelman by the Company and certain patents being transferred to Menache Adelman by Menache, LLC.

The initial members of Menache Adelman and their ownership percentages are:

Menache, LLC			60	%
Adelman Enterprises, Inc.			40	%

Pursuant to the terms of the original agreement between the parties, the Company received this 40% interest on the promise of delivering $3.5 million to fund Menache Adelman, of which a minimum of $350,000 is due no later than October 31, 2011. If the Company does not provide these funds, the 60% owner of Menache Adelman, Menache, LLC, has the right to dissolve Menache Adelman and revert the patent rights back to Menache, LLC. The agreement between the companies has been amended a number of times, as set forth below. As of June 30, 2011, the Company has not remitted any funds to Menache Adelman.

The Company committed to funding operations for Menache Adelman for the first year of operations in the amount of $3,500,000. The use of these funds will be to complete the commercialization of Menache-Adelman’s new motion capture system technology as well as to facilitate deployment of the technology for licensing to productions and other industries. The Company originally committed to initial funding of at least $350,000 to Menache Adelman no later than October 24, 2010. If this deadline was not met, Menache LLC had the right to effect the liquidation of Menache Adelman with the ownership of the patents reverting back to Menache LLC. Net profits would be allocated among members in proportion to ownership interests disclosed above. No new members can be admitted without written consent of both Menache LLC and the Company.

On October 20, 2010, Menache LLC and the Company executed a First Amendment to the Joint Venture Agreement and to the Menache Adelman Operating Agreement granting a 30 day extension on the funding of Menache Adelman. The agreements were amended to provide a new deadline of November 24, 2010.

On November 24, 2010, a new timeline was set in place: funding by the Company of at least $350,000 must be received three (3) weeks following the date upon the initial public offering of shares of the Company is declared effective, but in no event later than May 31, 2011.

The Joint Venture Agreement and the Menache Adelman Operating Agreement were further amended as of March 30, 2011. Pursuant to the third amendment to each such agreement, in consideration for the issuance of 100,000 shares of Company stock to Menache LLC, the funding deadline with respect to the $350,000 was further extended to October 31, 2011. In addition, pursuant to the amendment, the Company is obligated to pay $66,667 to Alberto Menache for consulting services. All payments must be made by remitting one-third of each dollar received by the Company or any subsidiary of the Company that is in excess of minimum amounts necessary to the Company’s monthly expenses, or $6,000 per month.

Finally, beginning August 20, 2011, the Company is also required to make capital contributions to Menache Adelman in addition to the $3,500,000, at least equal to the amounts necessary to pay all costs set forth in the budget adopted by Menache Adelman’s Board of Managers. The Board of Managers has adopted a budget as of March 30, 2011, that would require capital contributions by the Company of $3,518,000 over a twelve-month period. The Board of Managers may amend such budget at any time.

The Operating Agreement provides that at all times Menache LLC must be majority owned and controlled by Alberto Menache or the voting rights for Menache LLC revert to Adelman Enterprises. Conversely, at all times Adelman Enterprises must be majority owned and controlled by Charles Adelman or the voting rights for Adelman Enterprises revert to Menache LLC. Charles Adelman, the Company’s President, and Douglas Ridley, the Company’s Chief Operating Officer, have entered into an agreement that provides that if Mr. Adelman’s voting control dips below 50%, Mr. Ridley will transfer voting rights to 1.7 million shares to Mr. Adelman.

In April 2011, certain patents transferred from Menache LLC to Menache Adelman for a new motion capture system based upon radio frequency (“RF”) technology designed to improve the efficiency of current motion capture process technology. This new technology covered by the transferred patents includes creation of computer generated characters by capturing the movements of actors and putting them into the computer; real-time camera tracking for film and television productions; camera telemetry and data encoding standards; on-location motion capture for film, television and gaming production; and on-location sports analysis.

The Board of Managers of Menache Adelman will consist of no more than seven and no fewer than three. The initial managers and their respective votes will be:

Alberto Menache:	3 votes
Daniel Striepeke:	1 vote
Randy Smith:	1 vote
Charles Adelman:	1 vote
Douglas Ridley:	1 vote

The Operating Agreement provides that vacancies of the positions held by Charles Adelman or Douglas Ridley will be filled by a person designated by the Company. Vacancies in the other positions shall be filled by a person designated by Menache LLC.

4. COMMITMENTS & CONTINGENCIES

Operating Lease

On June 1, 2010, the Company entered into a short-term lease agreement on a building located at 5214 Bonsai Avenue, Moorpark, CA 93021, which is owned by Moorpark Development Company (MDC). From June 1, 2010 to December 31, 2010 the Company issued a total of 3,800 shares of Common Stock to MDC in lieu of rent. The Company agreed to register the shares issued to MDC for resale pursuant to a registration statement. Starting October 1, 2010 the Company began paying a monthly sum of $4,750.

Anthem Pictures, a company owned 51% by Charles Adelman, sub-leased a portion of the Company’s offices. As of June 30, 2011, Anthem Pictures owed the Company rent in the amount of $8,989.

On March 1, 2011, the Company vacated its offices on Bonsai Avenue and entered into a new short-term lease agreement on a 1,180 square foot building located at 798 Moorpark Avenue, Moorpark, CA 93021. This building is owned by the Redevelopment Agency of the City of Moorpark (Redevelopment Agency). The term is month to month at a lease rate of $800 for the first six months and increasing to $900 in month seven.

Menache Adelman

The Company is committed to funding the operations of Menache Adelman in the amount of $3,500,000. Menache Adelman may require additional capital contribution in unlimited amounts at any time. In addition, the Company is required to pay $66,667 to Alberto Menache, a member of the Board of Managers of Menache Adelman, for future consulting services.

5. INCOME TAXES

As of June 30, 2011, the Company had a net operating loss carryforward of approximately $408,515, which would result in a deferred tax asset of $162,712. Since the Company has not yet started to generate income, this amount is not currently expected to be realized, and accordingly, the company has fully offset this deferred tax asset with a valuation allowance of $162,712.

Unused net operating loss carryforwards will begin to expire in 2026.

The company has not and does not expect to report any uncertain tax positions in tax returns filed since their inception in 2006.

6. SUBSEQUENT EVENTS

Subsequent to June 30, 2011, the Company issued 100,000 shares to Menache LLC in consideration for extension of the Menache Adelman funding deadline, as set forth above.

On July 22, 2011, the Company issued 5,000 shares each to Stuart Gillard and Maury Hayahida as they both joined the Board of Advisors.

The Company also issued 20,000 shares on July 22, 2011 in trade for music licensing to Ryan Farish. The total value of music that was licensed is $50,000.

There were 225,000 shares issued to the Company’s attorneys, AW Investments on July 22, 2011 in exchange for deferring payment of legal fees.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company has no operations nor does it currently engage in any business activities generating revenues. The Company's principal business objective is to continue to develop its business plan as described in Item 1 above.

You should read this section together with our financial statements and related notes thereto included elsewhere in this report. In addition to the historical information contained herein, this report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are not based on historical information but relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. Certain statements contained in this Form 10-Q, including, without limitation, statements containing the words "believe," "anticipate," "estimate," "expect," "are of the opinion that" and words of similar import, constitute "forward-looking statements." You should not place any undue reliance on these forward-looking statements.

You should be aware that our results from operations could materially be affected by a number of factors, which include, but are not limited to the following: economic and business conditions, our ability to control costs and expenses, access to capital, and our ability to meet contractual obligations. There may be other factors not mentioned above or included elsewhere in this report that may cause actual results to differ materially from any forward-looking information.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial conditions and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires managers to make estimates, including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our financial statements.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current financial resources are not considered adequate to fund its planned operations. This condition raises substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's continuation as a going concern currently is dependent upon timely procuring significant external debt and/or equity financing to fund its immediate and near-term operations, and subsequently realizing operating cash flows from sales of its film products sufficient to sustain its longer-term operations and growth initiatives, including its desired marketing and new potential film screenplays.

Value of Stock Issued for Services

We may issue shares of our common stock in exchange for, or in settlement of, services. Our management values the shares issued in such transactions as determined by the Board of Directors and after taking into consideration factors such as volume of shares issued or trading restrictions, or the value of the services rendered, whichever is more readily determinable.

Revenue

The company recognizes revenue from the rendering of video production, editing and graphic design as the services are performed. During the quarter ended June 30, 2011, Anthus, LLC generated $5,000 in income.

Expenses

General and Administrative

The Company incurred salary and wage expenses totaling $11,899 and $0 for the three months ended June 30, 2011 and 2010, respectively and $76,040 and $0 for the six months ended June 30, 2011 and 2010, respectively. Rent expenses totaled $1,524 and $4,750 for the three months ended June 30, 2011 and 2010, respectively and $6,264 and $4,750 for the six months ended June 30, 2011 and 2010, respectively. Legal and professional expenses totaled $34,777 and $698 for the three months ended June 30, 2011 and 2010, respectively and $65,852 and $698 for the six months ended June 30, 2011 and 2010, respectively.

Plan of Operation

During the fiscal year ending December 31, 2011, the Company plans to raise capital which will allow it to build out the social network side of Anthus, LLC as well as begin production on programming. A portion of the funds raised will be used to meet the Company’s obligations to Menache Adelman and to continue improvements on the motion capture technology. The Company is currently in initial negotiations to start licensing out the Menache technology as well as pre-sell ad space on the network in order to generate income. There can be no assurances that the Company will be successful in its fundraising efforts or in its licensing or networking negotiations.

Employees

The Company’s CEO, Charles Adelman, along with the Company’s COO Douglas Ridley and Jessica Adelman, are the only employees currently employed by the Company. The Company has identified individuals to fill key positions with the Company which will be filled as capital and liquidity allow.

Liquidity and Capital Resources

The Company incurred losses since we began operating our business and, as of June 30, 2011, we had an accumulated deficit of $420,411. As of June 30, 2011 we had cash of $97. The Company has raised a total of $186,393 through the private placement of 14,830,300 shares of our common stock. As of June 30, 2011, Dan Kass has loaned the Company a total of $135,443 for operating expenses and Helen Jepsen loaned the Company a total of $2,974. Both loans are at 6% interest, to be paid out of any bridge funding or funds out of a successful public offering.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Based on the nature of our current operations, we have not identified any issues of market risk at this time.

ITEM 4.

CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of the Company, who are the same person (“the Certifying Officer”) with the assistance of advisors, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in section 240.13a-14(c) and 240.15d-14(c) under the Exchange Act) within 90 days prior to the filing of this report. Based upon the evaluation, the Certifying Officer concludes that the Company’s disclosure controls and procedures are not effective in timely alerting management to material information relative to the Company which is required to be disclosed in its periodic filings with the SEC. This is due to the lack of employing internal resources sufficiently knowledgeable in accounting and SEC disclosures.

During the three month ended June 30, 2011 there were no significant changes in the Company’s internal controls.

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS None.

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None.

ITEM 5.

OTHER INFORMATION None.

ITEM 6.

EXHIBITS

10.1

Third Amendment to Limited Liability Company Agreement of Menache Adelman, LLC.

10.2

Third Amendment to Joint Venture Agreement between Adelman Enterprises, Inc. and Menache, LLC.

31.1

Certification of CEO & CFO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ADELMAN ENTERPRISES, INC.
	(Registrant)

Dated: August 22, 2011
	Charles Adelman,
	President and Chief Executive Officer

Hightower Acquisition CORP - FORM 10-Q - August 22, 2011

Attached files

Hightower Acquisition CORP Reports