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 March 31, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-53258
ADELMAN ENTERPRISES, INC.
(Exact name of registrant as it appears in its charter)
HIGHTOWER ACQUISITION CORPORATION
(Former name of registrant )
Delaware 20-5572680
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5137 Clareton Drive, Suite 120
Agoura Hills, California 91301
(Address of Principal Executive Offices)
818/309-0772
(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 Securities Exchange
Act of 1934 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 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
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
May 14, 2010
Common Stock, par value $0.0001 14,450,000
Documents incorporated by reference: None
PART I -- FINANCIAL INFORMATION
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 2010
CONTENTS
PAGE 1 CONDENSED BALANCE SHEETS AS OF MARCH 31, 2010
(UNAUDITED) AND DECEMBER 31, 2009
PAGE 2 CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 2010 AND 2009 AND FOR
THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION) TO
MARCH 31, 2010 (UNAUDITED)
PAGE 3 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS'
DEFICIT FOR THE PERIOD SEPTEMBER 13, 2006 (INCEPTION)
TO MARCH 31, 2010 (UNAUDITED)
PAGE 4 CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS
ENDED MARCH 31, 2010 AND 2009 AND FOR THE PERIOD
FROM SEPTEMBER 13, 2006 (INCEPTION) TO MARCH 31, 2010
(UNAUDITED)
PAGES 5 - 9 NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2010
(UNAUDITED)
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
As of March 31, 2010 and December 31, 2009
ASSETS
------
March 31, 2010 December 31,
(Unaudited) 2009
---------- -----------
Cash $ 500 $ 500
-------- --------
TOTAL ASSETS $ 500 $ 500
------------ ======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
LIABILITIES
Accrued liabilities $ 3,000 $ 3,000
-------- --------
Total Liabilities 3,000 3,000
-------- --------
STOCKHOLDERS' DEFICIT
Preferred stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.0001 par value,
100,000,000 shares authorized,
1,000,000 issued and outstanding 100 100
Additional paid-in capital 2,717 2,717
Deficit accumulated during development stage (5,317) (5,317)
-------- --------
Total Stockholders' Deficit (2,500) (2,500)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 500 $ 500
------------------------------------------- ========= ========
See accompanying notes to condensed financial statements.
1
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2010 and 2009
and for the Period from September 13, 2006 (Inception) to March 31, 2010
(Unaudited)
For the Period
from
For the Three For the Three September 13,
Months ended Months Ended 2006 (Inception)
March 31, 2010 March 31, 2009 to March 31, 2010
-------------- -------------- -----------------
Income $ - $ - $ -
------------- ------------ --------------
Expenses
Organization expense - - 650
Professional fees - - 4,667
------------- ------------ --------------
Total expenses - - 5,317
------------- ------------ --------------
NET LOSS - - $ (5,317)
========= ============= ============ ==============
Basic and diluted--
loss per share $ - $ -
============= ============
Weighted average number of
shares outstanding, basic
and diluted 1,000,000 1,000,000
============= ============
See accompanying notes to condensed financial statements.
2
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period From September 13, 2006 (Inception) to March 31, 2010
(Unaudited)
--------------------
Deficit Total
Additional Accumulated Stockholders'
Common Stock Issued Paid-In During Equity
Shares Amount Capital Development (Deficit)
--------- ------ ------- -------- ----------
BALANCE, SEPTEMBER 13,2006 - $ - $ - $ - $ -
(Date of Inception)
Common Stock Issuance 1,000,000 100 400 - 500
Fair value of expenses contributed 535 535
Net Loss (535) (535)
---------- ------- -------- ---------- ---------
BALANCE AS OF DECEMBER 31, 2006 1,000,000 100 935 (535) 500
---------- ------- -------- -------- ---------
Fair Value of expenses contributed 115 115
Net Loss (115) (115)
---------- ------- -------- -------- ---------
BALANCE AS OF DECEMBER 31, 2007 1,000,000 100 1,050 (650) 500
---------- ------- -------- -------- ---------
Net Loss (2,000) (2,000)
--------- ------ -------- -------- ---------
BALANCE AS OF DECEMBER 31, 2008 1,000,000 100 1,050 (2,650) (1,500)
---------- ------- -------- -------- ---------
Fair Value of expense contributed 1,667 1,667
Net Loss (2,667) (2,667)
---------- ------- -------- -------- ---------
BALANCE AS OF December 31, 2009 1,000,000 100 2,717 (5,317) (2,500)
---------- ------- -------- -------- ---------
Net Loss - -
---------- ------- -------- -------- --------
BALANCE AS OF March 31, 2010 1,000,000 $ 100 $ 2,717 $(5,317) $ (2,500)
========== ======= ======== ======== ========
See accompanying notes to condensed financial statements
3
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2010 and 2009
and for the Period from September 13, 2006 (Inception) to March 31, 2010
(Unaudited)
------------------------
For the Period from
For the Three For the Three September 13, 2006
Months Ended Months Ended (Inception) to
March 31, 2010 March 31, 2009 March 31, 2010
-------------- -------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ - $ - $ (5,317)
Adjustment to reconcile net loss to
net cash used by operating activities:
Contributed organizational expenses - 650
Contributed professional fees - 1,667 1,667
Increase in Liabilities (1,667) 3,000
------------ ------------ -----------
Net Cash Used In Operating Activities - - -
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 500
------------ ------------ ------------
Net Cash Provided By Financing
Activities - - 500
------------ ------------ ------------
INCREASE IN CASH AND CASH EQUIVALENTS - - 500
CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 500 500 -
------------ ---------- -----------
CASH AND CASH EQUIVALENTS - END OF
PERIOD $ 500 $ 500 $ 500
============ =========== ============
See accompanying notes to condensed financial statements
4
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2010
(Unaudited)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Hightower Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on September 13, 2006, to
serve as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign
private business. As of March 31, 2010, the Company had not yet
commenced any formal business operations, and all activity to date relates
to the Company's formation. The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its ability
to identify a prospective target business. On April 27, 2010, the Company
filed an amendment to its certificate of incorporation to change its
name to Adelman Enterprises, Inc. On May 12, 2010, the following events
occurred which resulted in a change of control of the Company: 1) the
Company redeemed an aggregate of 750,000 of the 1,000,000 shares of its
issued and outstanding common stock at a redemption price of $.0001 per
share for an aggregate redemption price of $75; 2) the Company issued
14,200,000 shares of common stock to four individuals representing
98.3% of the total outstanding 14,450,000 shares of common stock.
New officers and directors were appointed and elected and the prior
officer and sole director resigned.
(B)Interim Financial Statements
The accompanying unaudited condensed balance sheet of Hightower
Acquisition Corporation as of March 31, 2010, and the unaudited condensed
statements of operations and the unaudited condensed statements of cash
flows for the three months ended March 31, 2010 and 2009, and for the
period from September 13, 2006 (Inception) to March 31, 2010 reflect all
material adjustments which, in the opinion of management, are necessary
for a fair presentation of results for the interim periods. Certain
information and footnote disclosures required under generally accepted
accounting principles have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. The condensed balance sheet information as of
December 31, 2009 was derived from the audited financial statements
included in the Company's Annual Report on Form 10-K. These condensed
financial statements should be read in conjunction with the year-end
audited financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2009, as
filed with the Securities and Exchange Commission on April 15, 2010.
The results of operations for the three months ended March 31, 2010
and 2009 are not necessarily indicative of the results to be expected
for the entire fiscal year or for any other period.
(C) Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
5
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2010
(Unaudited)
(D) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
(E) Taxes
Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 740-10-50-2 requires deferred tax assets and
liabilities be recognized for future tax consequence attributable to
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to be applied
to taxable income in the years in which those temporary differences are
expected to reverse. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the statement of income in the
period that includes the enactment date. A valuation allowance is provided
for deferred tax assets if it is more likely than not these items will
either expire before the Company is able to realize their benefits, or
that future deductibility is uncertain. Losses incurred by Company in
prior years provide for a net operating loss carry-forward. However,
due to the unpredictability of the Company's future net income,
the asset's balance has been fully reserved for.
(F) Continuing Financial Support
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America. The Company has no operations and continues to incur on-going
professional fees to maintain its current filings with the SEC. The
Company has an accumulated deficit of $5,317 and a working capital deficit
of $2,500 as of March 31, 2010.
The future success of the Company is dependent on its ability to find and
successfully merge with a target business and on the President and/or Tiber
Creek Corporation to financially support the Company until that time. There
can be no assurance that the Company will be successful in completing a
merger. The President, who is a 50% shareholder in the Company (by virtue
of his 100% ownership of Tiber Creek Corporation, a 50% shareholder, (see
Note 3) has agreed to financially support the on-going expenses of the
Company.
6
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2010
(Unaudited)
(G) Earnings Per Share
Basic earnings per share are computed by dividing income available to
common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is computed
similar to basic earnings per share except that the denominator is
increased to include the number of additional common shares that would
have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. There were no
potentially dilutive securities for the three months ended March 31,
2010 and 2009.
(H) Fair Value of Financial Instruments
Financial Accounting Standards Board ("FASB") Accounting Standard
Codification ("ASC") 820, "Fair Value Measurements and Disclosures,"
establishes a three-tier fair value hierarchy, which prioritizes the
inputs in measuring fair value. The hierarchy prioritizes the inputs
into three levels based on the extent to which inputs used in measuring
fair value are observable in the market. These tiers include:
Level 1 defined as observable inputs such as quoted prices in active
markets;
Level 2 defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and
Level 3 defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its own
assumptions.
The carrying amounts of certain financial instruments, including cash and
cash equivalents and accrued liabilities approximate their fair values
because of the short-term maturity of these instruments.
(I) Recent Accounting Pronouncements
In January 2010, the FASB issued ASU 2010-06, "Fair Value Measurements
and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements". This update provides amendments to Topic 820 that will
provide more robust disclosures about (1) the different classes of assets
and liabilities measured at fair value, (2) the valuation techniques and
inputs used, (3) the activity in Level 3 fair value measurements, and (4)
the transfers between Levels 1, 2, and 3. The Company does not expect
adoption of ASU 2010-06 to have a material impact on the Company's
results of operations or financial condition.
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855): Amendments to Certain Recognition and Disclosure
Requirements." This update addresses both the interaction of the
requirements of Topic 855, Subsequent Events, with the SEC's reporting
requirements and the intended breadth of the reissuance disclosures
provision related to subsequent events (paragraph 855-10-50-4). The
amendments in this update have the potential to change reporting by both
private and public entities, however, the nature of the change may vary
depending on facts and circumstances. The adoption of ASU 2010-09
did not have a material impact on the Company's results of operations
or financial condition.
7
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2010
(Unaudited)
NOTE 2 STOCKHOLDERS' DEFICIT
(A) Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock
at $.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of
Directors.
(B) Common Stock
The Company is authorized to issue 100,000,000 shares of common stock at
$.0001 par value. The Company issued 500,000 shares of its common stock
to Tiber Creek Corporation, a Delaware corporation, and 500,000 shares of
its common stock to IRAA Fin Serv, an unincorporated California business
entity, pursuant to Section 4(2) of the Securities Act of 1933 for an
aggregate consideration of $500.
NOTE 3 RELATED PARTIES
Legal counsel to the Company is a owns all the outstanding
shares of Tiber Creek Corporation, a 50% shareholder of the Company.
Tiber Creek Corporation will perform consulting services for the
Company in the future. Additional paid-in capital as of March 31,
2010 includes $2,317 of fair value of organization and professional
costs incurred by related parties on behalf of the Company.
8
ADELMAN ENTERPRISES, INC.
(FORMERLY KNOWN AS HIGHTOWER ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2010
(Unaudited)
NOTE 4 SUBSEQUENT EVENTS
On April 27, 2010, the Company filed an amendment to its certificate of
incorporation to change its name to Adelman Enterprises, Inc.
On May 12, 2010, the following events occurred which resulted in a
change of control of the Company: 1) the Company redeemed an aggregate
of 750,000 of the 1,000,000 shares of its issued and outstanding common
stock at a redemption price of $.0001 per share for an aggregate redemption
price of $75; 2) the Company issued 14,200,000 shares of common stock to
four individuals representing 98.3% of the total outstanding 14,450,000
shares of common stock. New officers and directors were appointed and
elected and the prior officer and sole director resigned.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In January 2010, the FASB issued ASU 2010-06, "Fair Value Measurements
and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements". This update provides amendments to Topic 820 that will
provide more robust disclosures about (1) the different classes of assets
and liabilities measured at fair value, (2) the valuation techniques and
inputs used, (3) the activity in Level 3 fair value measurements, and (4)
the transfers between Levels 1, 2, and 3. The Company does not expect
adoption of ASU 2010-06 to have a material impact on the Company's
results of operations or financial condition.
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855): Amendments to Certain Recognition and Disclosure
Requirements." This update addresses both the interaction of the
requirements of Topic 855, Subsequent Events, with the SEC's reporting
requirements and the intended breadth of the reissuance disclosures
provision related to subsequent events (paragraph 855-10-50-4). The
amendments in this update have the potential to change reporting by both
private and public entities, however, the nature of the change may vary
depending on facts and circumstances. The adoption of ASU 2010-09
did not have a material impact on the Company's results of operations
or financial condition.
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 Registrant
effected a change in control of the Company by taking the following
actions:
1. The Registrant redeemed an aggregate of 750,000 of its
1,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $75.
2. The Registrant issued 14,200,000 shares of common stock to
the following shareholders in the following amounts representing 98.3%
of the total outstanding 14,450,000 shares of common stock:
Charles Adelman 11,200,000
Douglas Ridley 1,700,000
Daniel Kass 1,200,000
Keith Walley 100,000
3. The shareholders of the Registrant and the Board of Directors
unanimously ratified the change of the Registrant's name to Adelman
Enterprises Inc. as filed with the State of Delaware on April 27, 2010.
4. New officers and directors were appointed and elected and the
prior sole officer and director resigned.
5. The following persons were elected to the Board of Directors
of the Registrant:
Charles Adelman
Douglas Ridley
Daniel Kass
Keith Walley
6. The following persons were appointed to the following offices
of the Registrant:
Charles Adelman President, Chief Executive Officer
Douglas Ridley Secretary, Chief Operating Officer
The Registrant intends to continue and develop the activities of
Anthus, LLC, an affiliate of the Registrant. Anthus, LLC is a development
stage company developing an independent broadcast television network
focused on health, wellness, positivity and philanthropy. The channel
intends to have programming targeted to personal care through health and
wellness and global care through positivity and philanthropy. Likewise,
Anthus intends to be selective of the type of advertising aired on the
network to be complimentary to the intended positive programming.
Charles Adelman. Charles Adelman, 33, is the president, chief
executive officer and a director of the Registrant. Since 2001, Mr.
Adelman has been the president and chief executive officer of Anthem
Digital and Anthem Pictures, both California corporations involved in
television and film production and DVD distribution business. Mr. Adelman
has written, directed and produced several feature films for Anthem Pictures
including "2:13" (2009), "Ghost Encounters" (2007) and others. Mr. Adelman
is a graduate of the University of Southern California film school,
receiving his Bachelor of Arts in Cinema-Television in 2001.
Douglas Ridley. Douglas Ridley, 38, is the secretary, chief operating
officer and a director of the Registrant. From 1999 to 2004, Mr. Ridley
served as a prosecutor in the Ventura county District Attorney's Office
specializing in sexual assault prosecution with the special victims unit.
In 2006, Mr. Ridley was a founding partner of Quisenberry, Ridley &
Shiffman, Westlake Village, California and specialized in entertainment
law. In 2009, Mr. Ridley joined Anthem Digital. Mr. Ridley received his
Juris Doctor from the Pepperdine University School of Law in 1999, a
Masters Degree in Political Science from California State University,
Fullerton, 1995, and his Bachelor Arts degree from California State
University, Fullerton, in 1994.
Daniel Kass. Daniel Kass, 54, serves as a director of the Registrant.
From 1987 through 2002, Mr. Kass worked as Executive Vice President for
Chicago-based CDW Computers, Inc., a publically traded company (Nasdaq
CDWC). He was a member of the Board of Directors from 1993 to 2002.
In 2005, founded XXI Century KIDs 1st Foundation, a non-profit (501c3)
organization. As its president, Mr. Kass oversees the execution of the
foundation's mission to "[D]evelop and implement self esteem and nutrition
programs that promote a cohesive family." In 2009, Mr. Kass founded the
The daVinci Society and the InterCulture Foundation, located in San
Francisco. InterCulture was founded to provide and facilitate solutions by
building strategic relationships and partnerships to implement media
technology, civil society programs and education initiatives. From 2007 to
2008, Mr. Kass founded and served as president of NP 3 LLC. Since 2008,
Mr. Kass has served as president of USWPN, LLC, which he found. Mr. Kass
also currently serves as President of Kharma Solutions LLC founded in 2010.
Mr. Kass received a Bachelor of Arts Degree in journalism in 1981, from
Southern Illinois University, Carbondale, Illinois.
Keith Walley. Keith Walley, 55, serves as a director of the
Registrant. Since 1987, Mr. Walley has worked in the entertainment industry.
In 1987, Mr. Walley founded Wild Street Pictures, a film production and
foreign sales company based in Los Angeles, California. Mr. Walley
established and implemented the company's business and creative strategies
while overseeing the company's sales. In 1992, Mr. Walley structured and
raised venture capital for a start-up sports souvenir company, Collect-A-Ball
International. From 1995 to 1999, Mr. Walley worked on a number of studio
films in various positions. In 1999, Mr. Walley wrote, produced and directed
the feature film "On the Turning Away", which was invited to make its World
Premier at the 1999 Palm Springs International Film Festival. Between
September 2001 and October 2004, Mr. Walley produced and/or directed six
motion pictures. Since early 2005, Mr. Walley has held the position of Vice
President of Anthem Pictures, a full service independent studio in Agoura
Hills, California. Mr. Walley's duties include production, acquisitions,
international sales, and distribution of the company's catalog of product.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, summarized and processed timely. The principal executive
officer is directly involved in the day-to-day operations of the Company.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There were no changes in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 12, 2010, subsequent to the period covered by this report,
the shareholders of the Registrant ratified the change in the name
of the company and the filing of the amendment to its certificate of
incorporation to reflect such name change and, as part of a change
in control of the Registrant, redeemed 750,000 shares of their
outstanding stock.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there were not
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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 thereunto duly authorized.
HIGHTOWER ACQUISITION CORPORATION
By: /s/ Charles Adelman
President
By: /s/ Charles Adelman
Chief Financial Officer
Dated: May 17, 2010