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 September 30, 2010





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





5214
Bonsai 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 15,080,300 shares of Common stock, par value $.0001 per share
issued and outstanding as of September 30th, 2010. 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


ON FORM
10-Q





PagePART
      I
                                                                      FINANCIAL
      INFORMATIONItem
      1.
                                                                      Financial
      Statements (Unaudited)Condensed
      Balance SheetsSeptember
      30, 2010 and December 31, 2009
                                                                      
                                                                      3Condensed
      Statements of OperationsFor
      the Three and Nine Months Ended September 30, 2010 and 2009 and Inception
      to September 30, 2010
                                                                      
                                                                      4Condensed
      Statement of Stockholders’ Equity (Deficit)For
      the Nine Months Ended September 30, 2010
                                                                      
                                                                      5Condensed
      Statements of Cash FlowsFor
      the Nine Months Ended September 30, 2010 and 2009 and Inception to
      September 30, 2010
                                                                      
                                                                      6Notes
      to Condensed Financial Statements
                                                                      
                                                                      7-14Item
      2.
                                                                      Management's
      Discussion and Analysis and Plan of Operation
                                                                      
                                                                      15Item
      3.
                                                                      Quantitative
      and Qualitative Disclosures About Market Risk
                                                                      
                                                                      17Item
      4.
                                                                      Controls
      and Procedures
                                                                      
                                                                      17PART
      II
                                                                      OTHER
      INFORMATIONItem
      1.
                                                                      Legal
      Proceedings
                                                                      
                                                                      18Item
      2.
                                                                      Changes
      In Securities and Use of Proceeds
                                                                      
                                                                      18Item
      3.
                                                                      Defaults
      upon Senior Securities
                                                                      
                                                                      18Item
      4.
                                                                      Submission
      of Matters to a Vote of Security Holders
                                                                      
                                                                      18Item
      5.
                                                                      Other
      Information
                                                                      
                                                                      18Item
      6.
                                                                      Exhibits
                                                                      
                                                                      19Signatures
                                                                      
                                                                      
                                                                      20




2


ADELMAN
ENTERPRISES, INC.
 CONDENSED
BALANCE SHEETS
 
 September30,
                        
                        
                        December31,2010
                        
                        
                        2009(Unaudited)ASSETSCash
                        
                        $
                        3,399
                        
                        
                        $
                        500Due
      from related party
                        
                        
                        11,771
                        
                        
                        
                        -Prepaid
      expenses
                        
                        
                        4,750
                        
                        
                        
                        -Total
      current assets
                        
                        
                        19,920
                        
                        
                        
                        500Property
      and equipment, net
                        
                        
                        2,062
                        
                        
                        
                        -Deposits,
      long-term
                        
                        
                        2,170
                        
                        
                        
                        -TOTAL
      ASSETS
                        
                        $
                        24,152
                        
                        
                        $
                        500LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Accounts
      payable and accrued liabilities
                        
                        $
                        7,225
                        
                        
                        $
                        3,000TOTAL
      LIABILITIES
                        
                        
                        7,225
                        
                        
                        
                        3,000STOCKHOLDERS’
      EQUITY (DEFICIT)Common
      stock, par value $0.0001 per shareAuthorized
      – 100,000,000 sharesIssued
      and outstanding – 15,061,300 and
                          1,000,000shares
      at September 30, 2010 and
                          December
      31, 2009, respectively
                        
                        
                        1,506
                        
                        
                        
                        100Additional
      paid-in capital
                        
                        
                        140,462
                        
                        
                        
                        2,717Deficit
      accumulated during development stage
                        
                        
                        (125,038
                        )
                        
                        
                        (5,317
                        )Less
      stock receivable
                        
                        
                        (3
                        )
                        
                        
                        -TOTAL
      STOCKHOLDERS’ EQUITY (DEFICIT)
                        
                        
                        16,927
                        
                        
                        
                        (2,500
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                        
                        $
                        24,152
                        
                        
                        $
                        500
 
 The
accompanying notes are an integral part of these financial
statements.
  3
  ADELMAN
ENTERPRISES, INC.
 CONDENSED
STATEMENTS OF OPERATIONS
 FOR
THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
 AND
FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION) TO SEPTEMBER 30,
2010
 (UNAUDITED)
 
 FORTHREE
                        MONTHSENDED
                        SEPT30,2010
                      
                      
                      FOR
                        THREE
                        MONTHS
                        ENDED
                        SEPT30,
                        2009
                      
                      
                      FORNINE
                        MONTHS
                        ENDEDSEPT
                        30,2010
                      
                      
                      FORNINE
                        MONTHS
                        ENDED
                        SEPT30,
                        2009
                      
                      
                      FORTHE
                        PERIOD
                        FROM
                        SEPTEMBER
                        13,2006
                        (INCEPTION)
                        TOSEPT30,
                        2010REVENUES
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -EXPENSESGeneral
      & administrative
                      
                      
                      97,217
                      
                      
                      
                      -
                      
                      
                      
                      118,921
                      
                      
                      
                      -
                      
                      
                      
                      124,238LOSS
      BEFORE INCOME TAXES
                      
                      
                      97,217
                      
                      
                      
                      -
                      
                      
                      
                      118,921
                      
                      
                      
                      -
                      
                      
                      
                      124,238Income
      tax expense
                      
                      
                      800
                      
                      
                      
                      -
                      
                      
                      
                      800
                      
                      
                      
                      -
                      
                      
                      
                      800NET
      (LOSS)
                      
                      $
                      (98,017
                      )
                      
                      $
                      -
                      
                      
                      $
                      (119,721
                      )
                      
                      $
                      -
                      
                      
                      $
                      (125,038
                      )Basic
      and diluted loss per share
                      
                      $
                      0.01
                      
                      
                      $
                      0.00
                      
                      
                      $
                      0.01
                      
                      
                      $
                      0.00Weighted
      average number of shares outstanding, basic and diluted
                      
                      
                      14,951,789
                      
                      
                      
                      1,000,000
                      
                      
                      
                      8,115,804
                      
                      
                      
                      1,000,000
  The
accompanying notes are an integral part of these financial
statements.
  4


ADELMAN
ENTERPRISES, INC.
 CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2010
 (UNAUDITED)


Common

                                            Stock
                                            Shares
                                          
                                          
                                          Issued

                                            Amount
                                          
                                          
                                          Additional

                                            PaidIn
                                            Capital
                                          
                                          
                                          Deficit

                                            Accumulated
                                            During
                                            Development
                                            Stage
                                          
                                          
                                          Stock

                                            Receivable
                                          
                                          
                                          Total

                                            Stockholders'
                                            Equity
                                            (Deficit)BALANCE
      AS OF SEPTEMBER 13, 2006
                                            (Date
      of Inception)Common
      stock issuance
                                          
                                          
                                          1,000,000
                                          
                                          
                                          $
                                          100
                                          
                                          
                                          $
                                          400
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          $
                                          500Fair
      value of organizational expenses contributed
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          535
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          535Net
      loss
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (535
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (535
                                          )BALANCE
      AS OF DECEMBER 31, 2006
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          100
                                          
                                          
                                          
                                          935
                                          
                                          
                                          
                                          (535
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          500Fair
      value of organizational expenses contributed
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          115
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          115Net
      loss
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (115
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (115
                                          )BALANCE
      AS OF DECEMBER 31, 2007
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          100
                                          
                                          
                                          
                                          1,050
                                          
                                          
                                          
                                          (650
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          500Net
      loss
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,000
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,000
                                          )BALANCE
      AS OF DECEMBER 31, 2008
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          100
                                          
                                          
                                          
                                          1,050
                                          
                                          
                                          
                                          (2,650
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (1,500
                                          )Fair
      value of professional fees contributed
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          1,667
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          1,667Net
      loss
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,667
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,667
                                          )BALANCE
      AS OF DECEMBER 31, 2009
                                          
                                          
                                          1,000,000
                                          
                                          
                                          
                                          100
                                          
                                          
                                          
                                          2,717
                                          
                                          
                                          
                                          (5,317
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,500
                                          )Common
      stock issued for cash
                                          
                                          
                                          14,807,500
                                          
                                          
                                          
                                          1,477
                                          
                                          
                                          
                                          118,749
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (3
                                          )
                                          
                                          
                                          120,223Common
      stock issued for rent
                                          
                                          
                                          3,800
                                          
                                          
                                          
                                          4
                                          
                                          
                                          
                                          18,996
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          19,000Common
      stock redemption
                                          
                                          
                                          (750,000
                                          )
                                          
                                          
                                          (75
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (75
                                          )Net
      (loss) for the nine months ended September 30, 2010
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (119,721
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (119,721
                                          )BALANCE
      AS OF SEPTEMBER 30, 2010
                                          
                                          
                                          15,061,300
                                          
                                          
                                          $
                                          1,506
                                          
                                          
                                          $
                                          140,462
                                          
                                          
                                          $
                                          (125,038
                                          )
                                          
                                          $
                                          (3
                                          )
                                          
                                          $
                                          16,927





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


5





ADELMAN
ENTERPRISES, INC.


CONDENSED
STATEMENTS OF CASH FLOWS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009


AND
FOR THE PERIOD FROM SEPTEMBER 13, 2006 (INCEPTION) TO SEPTEMBER 30,
2010


(UNAUDITED)





FORNINE
                      MONTHSENDED
                      SEPTEMBER30,
                      2010
                    
                    
                    FORNINE
                      MONTHS
                      ENDED
                      SEPTEMBER
                      30,2009
                    
                    
                    September13,
                      2006(Inception)
                      toSeptember
                      30,2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      (Loss)
                    
                    $
                    (119,721
                    )
                    
                    $
                    -
                    
                    
                    $
                    (125,038
                    )Adjustment
      to reconcile net loss to net cash usedby
      operating activities:Depreciation
                    
                    
                    135
                    
                    
                    
                    
                    
                    
                    
                    135Stock
      issued for rent
                    
                    
                    19,000
                    
                    
                    
                    
                    
                    
                    
                    19,000Changes
      in operating assets and liabilities:Due
      from related party
                    
                    
                    (11,771
                    )
                    
                    
                    
                    
                    
                    
                    (11,771
                    )Prepaid
      expenses
                    
                    
                    (4,750
                    )
                    
                    
                    
                    
                    
                    
                    (4,750
                    )Deposits
                    
                    
                    (2,170
                    )
                    
                    
                    
                    
                    
                    
                    (2,170
                    )Accounts
      payable and accrued expenses
                    
                    
                    4,225
                    
                    
                    
                    
                    
                    
                    
                    7,225NET
      CASH USED IN OPERATING ACTIVITIES
                    
                    
                    (115,052
                    )
                    
                    
                    -
                    
                    
                    
                    (117,369
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property and equipment
                    
                    
                    (2,197
                    )
                    
                    
                    
                    
                    
                    
                    (2,197
                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
                    
                    
                    120,223
                    
                    
                    
                    
                    
                    
                    
                    123,040Redemption
      of common stock
                    
                    
                    (75
                    )
                    
                    
                    
                    
                    
                    
                    (75
                    )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                    
                    
                    120,148
                    
                    
                    
                    
                    
                    
                    
                    122,965INCREASE
      IN CASH AND CASH EQUIVALENTS
                    
                    
                    2,899
                    
                    
                    
                    -
                    
                    
                    
                    3,399CASH
      AND CASH  EQUIVALENTS - BEGINNING OF PERIOD
                    
                    
                    500
                    
                    
                    
                    -
                    
                    
                    
                    -CASH
      AND CASH EQUIVALENTS - END OF PERIOD
                    
                    $
                    3,399
                    
                    
                    $
                    -
                    
                    
                    $
                    3,399Cash
      Paid For:Interest
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Income
      Taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -




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


6


ADELMAN
ENTERPRISES, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


SEPTEMBER
30, 2010


(UNAUDITED)





NOTE
      1
            BACKGROUND
      AND PRESENTATION





Organization and Nature of
Business





Hightower
Acquisition Corporation (the “Registrant”) was incorporated under the laws of
the state of Delaware on September 13, 2006. The Registrant filed an amendment
to its certificate of incorporation to change its name to Adelman Enterprises,
Inc. (the “Company”) on May 12, 2010 and effected a change in control under
which it intends to launch a global television network as well as a motion
capture technology.





Presentation and Going
Concern





The
interim financial statements of the Company are condensed and do not
include some of the information necessary to obtain a
complete understanding of the financial data.  Management
believes that all adjustments (consisting of only normal recurring
adjustments, unless otherwise noted) necessary for a fair presentation of
results have been included in the unaudited financial statements for the interim
period presented.  Operating results for the nine months ended
September 30, 2010 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2010.





The
Company’s financial statements are prepared in accordance with accounting
principles generally accepted in the Unites States of America and have been
presented on a going concern basis, which contemplates the realization of assets
and settlement of liabilities in the normal course of business. The Company
cannot provide assurance that it can achieve or sustain profitability on a
quarterly or annual basis in the future. The Company anticipates it will
continue to incur losses until it is able to establish significant levels of
revenue while controlling its expenses. The Company’s success is dependent upon
the successful development and marketing of its products, as to which there is
no assurance. Any future success that the Company might experience will depend
upon many factors, including factors out of its control or which cannot be
predicted at this time.





These
factors may include changes in or increased levels of competition, including the
entry of additional competitors and increased success by existing competitors,
changes in general economic conditions, increases in operating costs, including
costs of supplies, personnel and equipment, reduced margins caused by
competitive pressures and other factors.  These conditions may have a
materially adverse effect upon the Company or may force it to reduce or curtail
operations.  In addition, the Company will require additional funds to
sustain and expand its sales and marketing activities, particularly if a
well-financed competitor emerges.


7





Continued
operations of the Company are dependent on the Company’s ability to complete
equity financings or generate profitable operations in the future. Management’s
plan in this regard is to secure additional funds through future equity
financings. The inability to obtain sufficient funds from operations or external
sources would require the Company to curtail or cease operations. Any additional
equity financing may involve substantial dilution to then existing
stockholders.  The financial statements do not include any adjustments
relating tothe
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





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.





Disclosure About 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 all assets and liabilities reported on the balance sheet
approximate their carrying amounts due to the nature and 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.


8





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. The calculation of diluted net loss per
share gives effect to common stock equivalents. Such amounts include shares
potentially issuable upon conversion of the convertible preferred stock.
However, there were no dilutive instruments outstanding during the periods ended
September 30, 2010 and 2009, respectively.





Recent
Pronouncements





ASC 105,
Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of
Financial Accounting Standards No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162) reorganized by topic existing accounting
and reporting guidance issued by the Financial Accounting Standards Board
(“FASB”) into a single source of authoritative generally accepted accounting
principles (“GAAP”) to be applied by nongovernmental entities. All guidance
contained in the Accounting Standards Codification (“ASC”) carries an equal
level of authority. Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. Accordingly, all other
accounting literature will be deemed “non-authoritative”. ASC 105 is effective
on a prospective basis for financial statements issued for interim and annual
periods ending after September 15, 2009. The Company has implemented the
guidance included in ASC 105 as of July 1, 2009. The implementation of this
guidance changed the Company’s references to GAAP authoritative guidance but did
not impact the Company’s financial position or results of
operations.





ASC 855,
Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting
Standards No. 165, Subsequent Events) includes guidance that was issued by the
FASB in May 2009, and is consistent with current auditing standards in defining
a subsequent event. Additionally, the guidance provides for disclosure regarding
the existence and timing of a company’s evaluation of its subsequent events. ASC
855 defines two types of subsequent events, “recognized” and “non-recognized”.
Recognized subsequent events provide additional evidence about conditions that
existed at the date of the balance sheet and are required to be reflected in the
financial statements. Non-recognized subsequent events provide evidence about
conditions that did not exist at the date of the balance sheet but arose after
that date and, therefore; are not required to be reflected in the financial
statements. However, certain non-recognized subsequent events may require
disclosure to prevent the financial statements from being misleading. This
guidance was effective prospectively for interim or annual financial periods
ending after June 15, 2009. The Company implemented the guidance included in ASC
855 as of July 1, 2009. The effect of implementing this guidance was not
material to the Company’s financial position or results of
operations.


9





ASC 825,
Financial Instruments (“ASC 825”) includes guidance which was issued in February
2007 by the FASB and was previously included under Statement of Financial
Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities Including an amendment of FASB Statement No. 115. The
related sections within ASC 825 permit a company to choose, at specified
election dates, to measure at fair value certain eligible financial assets and
liabilities that are not currently required to be measured at fair value. The
specified election dates include, but are not limited to, the date when an
entity first recognizes the item, when an entity enters into a firm commitment
or when changes in the financial instrument causes it to no longer qualify for
fair value accounting under a different accounting standard. An entity may elect
the fair value option for eligible items that exist at the effective date. At
that date, the difference between the carrying amounts and the fair values of
eligible items for which the fair value option is elected should be recognized
as a cumulative effect adjustment to the opening balance of retained earnings.
The fair value option may be elected for each entire financial instrument, but
need not be applied to all similar instruments. Once the fair value option has
been elected, it is irrevocable. Unrealized gains and losses on items for which
the fair value option has been elected will be reported in earnings. This
guidance was effective as of the beginning of fiscal years that began after
November 15, 2007. The Company does not have eligible financial assets and
liabilities, and, accordingly, the implementation of ASC 825 did not have an
effect on the Company’s results of operations or financial
position.




ASC 820,
Fair Value Measurements and Disclosures (“ASC 820”) (formerly included under
Statement of Financial Accounting Standards No. 157, Fair Value Measurements)
includes guidance that was issued by the FASB in September 2006 that created a
common definition of fair value to be used throughout generally accepted
accounting principles. ASC 820 applies whenever other standards require or
permit assets or liabilities to be measured at fair value, with certain
exceptions. This guidance established a hierarchy for determining fair value
which emphasizes the use of observable market data whenever available. It also
required expanded disclosures which include the extent to which assets and
liabilities are measured at fair value, the methods and assumptions used to
measure fair value and the effect of fair value measures on earnings. ASC 820
also provides additional guidance for estimating fair value when the volume and
level of activity for the asset or liability have significantly decreased. The
emphasis of ASC 820 is that fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
willing market participants, under current market conditions. ASC 820 also
further clarifies the guidance to be considered when determining whether or not
a transaction is orderly and clarifies the valuation of securities in markets
that are not active. This guidance includes information related to a company’s
use of judgment, in addition to market information, in certain circumstances to
value assets which have inactive markets.


10





Fair
value guidance in ASC 820 was initially effective for fiscal years beginning
after November 15, 2007 and for interim periods within those fiscal years for
financial assets and liabilities. The effective date of ASC 820 for all
non-recurring fair value measurements of nonfinancial assets and nonfinancial
liabilities was fiscal years beginning after November 15, 2008. Guidance related
to fair value measurements in an inactive market was effective in October 2008
and guidance related to orderly transactions under current market conditions was
effective for interim and annual reporting periods ending after June 15,
2009.





The
Company applied the provisions of ASC 820 to its financial assets and
liabilities upon adoption at July 1, 2009. The adoption of ASC 820 has no
material effect on the Company’s financial position or results of
operations.




In August
2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASC Update No.
2009-05”). This update amends ASC 820, Fair Value Measurements and Disclosures
and provides further guidance on measuring the fair value of a liability. The
guidance establishes the types of valuation techniques to be used to value a
liability when a quoted market price in an active market for the identical
liability is not available, such as the use of an identical or similar liability
when traded as an asset. The guidance also further clarifies that a quoted price
in an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
both Level 1 fair value measurements. If adjustments are required to be applied
to the quoted price, it results in a level 2 or 3 fair value measurement. The
guidance provided in the update is effective for the first reporting period
(including interim periods) beginning after issuance. The Company does not
expect that the implementation of ASC Update No. 2009-05 will have a material
effect on its financial position or results of operations.





Additionally,
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.


11





NOTE
      2
            STOCKHOLDERS’
      EQUITY





On April
27, 2010, Hightower Acquisition Corporation (the “Registrant”) filed an
amendment to its certificate of incorporation to change its name to Adelman
Enterprises, Inc. (the “Company”) on May 12, 2010; the Registrant effected a
change in control 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 in exchange for $1,420 to
the following shareholders in the following amounts representing 98.2% of the
total outstanding 14,458,400 shares of common stock:





Charles
      Adelman
                  
                  
                  11,200,000Douglas
      Ridley
                  
                  
                  1,700,000Daniel
      Kass
                  
                  
                  1,200,000Keith
      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
Company:





Charles
Adelman


Douglas
Ridley


Daniel
Kass


Keith
Walley





6.  The
following persons were appointed to the following offices of the
Company:





Charles Adelman
              President, Chief Executive OfficerDouglas Ridley
              Secretary, Chief Operating Officer




12


Subsequent
to the change in control, 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 to purchase shares of common stock at a par
value of 0.0001. The number of shares of common stock they could purchase at
this price was limited to 10,000 shares, except for three individuals who were
each allowed to purchase 50,000 shares of common stock at this price because of
their increased involvement with the Company. A total of 150,000 shares were
issued at par to these individuals, generating $15 in proceeds as of September
30, 2010.





Beginning
July 28, 2010, Adelman Enterprises Inc. stopped the sale of shares of common
stock at par value and began selling shares of common stock at $2.50 per share.
A total of 47,500 shares were issued under these terms, generating $118,750 in
proceeds as of September 30, 2010.





In lieu
of rent for an office building through September 30, 2010, the Company has
issued a total of 3,800 common shares.





NOTE
      3
            LEASE
      AGREEMENT





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). This lease agreement allowed the Company to keep
their initial monthly overhead to a minimum by allowing them to trade common
stock for rent in the first four months. Starting October 1, 2010, the lease
will be a month-to-month lease requiring monthly payments of $4,750. The Company
is sub-leasing part of the building to Anthem Pictures, a related party, at the
rate of $2,500 per month.





Rent
expense was $14,250 and $19,000 for the three and nine months ended September
30, 2010, respectively. Sub-lease income was $7,500 for the three and nine
months ended September 30, 2010.





NOTE
      4
            RELATED
      PARTY TRANSACTIONS AND BALANCES





As of and
for the nine months ended September 30, 2010, the Company incurred transactions
with and was owed amounts by the following related parties:


13


1.      Anthus,
LLC: Charles Adelman, the Company’s Chief Executive Officer, owns 100% of the
member capital of Anthus, LLC which is a development stage company developing an
independent broadcast television network focused on health, wellness, positivity
and philanthropy. The Company paid amounts on behalf of Anthus, LLC through
September 30, 2010 and the balance owed as of that date to the Company is
$4,271.





2.      Anthem
Pictures: Charles Adelman is 51% owner and President of Anthem Pictures which is
sub-leasing part of the building located at 5214 Bonsai Ave, Moorpark, CA 93021.
As of September 30, 2010, Anthem Pictures incurred and owed the Company
sub-lease rent in the amount of $7,500.





NOTE
      5
            DEFERRED
      TAXES





As
      of September 30,2010,
      the Company has a net operating loss of $125,038, which would result in a
      deferred tax asset of $49,800, however, this amount is fully offset with a
      valuation allowance, since the Company has not yet started to generate
      income and the realization of this asset is not currently
      probable.




NOTE
      6
            SUBSEQUENT
      EVENTS





Subsequent
      to September 30, 2010, the Company sold 18,000 shares at $2.50 of its
      common stock to various unrelated parties for a total of $45,000. In
      addition, the Company issued 1,000 shares of common stock in exchange for
      the rights to an affiliate website.




14


ITEM
      2.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




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 effected 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
Company’s discussion and analysis of its financial condition and results of
operations are based upon its statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires the Company to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses. In consultation with its Board of Directors, the Company has
identified two accounting policies that the Company believes are key to an
understanding of its financial statements. These are important accounting
policies that require management's most difficult, subjective
judgment.





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.


15


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.





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.





LIQUIDITY
& CAPITAL RESOURCES





The
Company has working capital of $12,695 as of September 30, 2010 as a result of
sales of its common stock.  The current efforts to raise funds through
the issuance of common stock will allow the Company to begin implementing its
plan to launch a global television network as well as a motion capture
technology.





PLAN
& RESULTS OF OPERATIONS





Plan
of Operation





The
Company continues to be a development stage company working to implement its
plan to launch a global television network as well as a motion capture
technology. During the fiscal year quarter December 31, 2010, the Company
is expected to acquire Anthus, LLC from Charles Adelman and then issue shares to
the public under a Registration Statement to be filed with the Securities and
Exchange Commission in order to raise capital to continue to develop the
company.





Revenue





The
Company has not yet generated revenues.





General
and administrative expenses





The
Company’s expenses have consisted entirely of general and administrative
expenses of $97,217 and $118,921 for the three and nine months ended September
30, 2010, respectively. These expenses were composed mostly of compensation paid
to our chief executive officer, chief operating officer, and two employees
totaling $13,200 for the three months ended September 30, 2010 and $73,045 for
the nine months ended September 30, 2010. Rent expense was $4,750 and $11,500
for the three and nine month periods ended September 30, 2010, respectively.
Travel expenses resulted primarily from a business convention and amounted to
$1,034 and $7,235 for the three and nine month periods ended September 30, 2010.
The Company was a shell company during and did not incur any expenses for the
three and nine month periods ended September 30, 2009.


16




EMPLOYEES





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





OFF-BALANCE
SHEET ARRANGEMENTS





The
Company has not engaged in any off-balance sheet arrangements as of September
30, 2010.





CONTRACTUAL
OBLIGATIONS





The
Company is not subject to any long-term contractual obligations as of September
30, 2010.





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.





With the change in management in this
quarter we had a significant change in the Company’s internal controls from the
prior quarter. We are currently evaluating our procedures and controls and will
be implementing improvements in these processes during the next six
months.


17


PART
II


OTHER
INFORMATION





ITEM 1.
            LEGAL
      PROCEEDINGS
            None.





ITEM
      2.
            CHANGES
      IN SECURITIES AND USE OF PROCEEDS





In May of
2010, 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. The rregistrant issued 14,200,000 shares of common
stock in exchange for $1,420 to the following shareholders in the following
amounts:





Charles
      Adelman
                  
                  
                  11,200,000Douglas
      Ridley
                  
                  
                  1,700,000Daniel
      Kass
                  
                  
                  1,200,000Keith
      Walley
                  
                  
                  100,000





In July
of 2010, the Company issued a total of 1,900 shares of common stock in lieu of
rent for June and July. The Company also issued 540,000 shares of common stock
at a redemption price of $.0001 per share for a total of $54 and another 100
shares issued at a redemption price of $2.50 for a total of $250.





In August
of 2010, the Company issued a total of 950 shares of common stock in lieu of
rent for that month. The Company also issued 20,000 shares of common stock at a
redemption price of $.0001 per share for a total of $2 and another 43,400 shares
issued at a redemption price of $2.50 for a total of $108,500.





In
September of 2010, the Company issued a total of 950 shares of common stock in
lieu of rent for that month. The Company also issued 4,000 shares issued at a
redemption price of $2.50 for a total of $10,000.





ITEM 3.
            DEFAULTS UPON SENIOR
      SECURITIES
            None.





ITEM 4.
            SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERSNone





ITEM 5.
            OTHER
      INFORMATION
            None.




18


ITEM
      6.
            EXHIBITS





31.1
            Certification
      of CEO 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.




19


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:
      November 12,
      2010
            /s/
      Charles AdelmanCharles
      Adelman,President,
      Chief Executive Officer and
              Chief
      Financial Officer




20