U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





FORM 10-K/A





ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended December 31, 2009





Commission File Number: 000-30754





TILDEN ASSOCIATES, INC.


(Name of small business issuer in Its Charter)





DELAWARE

11-3343019(State or other jurisdiction

(I.R.S. Employer Identification Number)of incorporation or organization)




300 Hempstead Turnpike


West Hempstead, New York 11552


(address of principal executive offices) (Zip Code)





Registrant’s Telephone Number, including area code: (516) 746-7911





Securities registered pursuant to Section 12(b) of the Exchange Act: NONE





Securities registered pursuant to Section 12(g) of the Exchange Act:


Title of Each Class:


Common Stock (par value $.0005 per share)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


YES o  NO x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


YES o  NO x





Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act during the past 12 months (or for such shorter period that Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.


YES x  NO o





Indicate by checkmark 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 during the preceding 12 months (or for shorter period that the issuer was required to submit and post such files).


YES o  NO x





Indicate by checkmark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB o





Indicate by checkmark 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.





Large accelerated filer
o

Accelerated filer
oNon-accelerated filer
o

Smaller reporting company
x





Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


YES o  NO x





State issuer’s revenues for its most recent fiscal year was $1,373,918





The aggregate market value of the Common Stock held by non-affiliates of the Registrant was approximately $285,000 based upon the $0.025 last bid price of these shares on the Pink Sheets on April 14, 2010.





As of December 7, 2010, there were 11,385,903 outstanding shares of Common Stock, $.0005 par value per share.









EXPLANATORY NOTE


The purpose of this Amended Annual Report on Form 10-K/A is to amend Part I Item 1, Part II Items 7 and 9A, Part IV, Notes 4, 6, 8 and 12, and Exhibit 31.1 (together, the “Amended Items”) of our Annual Report on Form 10-K for the period ended December 31, 2009, which was filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2010 (the “Original 10-K”)





The Amended Items have been amended and restated in their entirety to respond to comments issued by the Securities and Exchange Commission and to supplement and clarify previous disclosures.  Except as stated herein, this Form 10-K/A does not reflect events occurring after the filing of the Original 10-K on April 15, 2010 and no attempt has been made in this Annual Report on Form 10-K/A to modify or update other disclosures as presented in the Original 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original 10-K and our filings with the SEC subsequent to the filing of the Original 10-K.





No other changes have been made to the Original 10-K.









PART I





ITEM 1.  DESCRIPTION OF BUSINESS





Tilden Associates, Inc. is a Corporation organized and existing under the laws of the State of Delaware and was incorporated on June 26, 1995.  Tilden’s principal place of business is 300 Hempstead Turnpike (Suite 110), West Hempstead, New York 11552. We do not maintain any sales offices at places other than our principal place of business:  however, we do retain the services of Market Developers who operate as Franchise Sales Brokers.





We sell Franchises to Franchisees for the operation of retail Automotive Centers known as “Tilden for Brakes Car Care Centers” (“Tilden Centers”).





The Tilden family has long been associated with the automotive repair industry.  S.G. Tilden, Incorporated, was founded by the late Sydney G. Tilden in 1923.  Prior to 1966 all Tilden brake shops were owned by S.G. Tilden, Incorporated and operated by company employees.  In or about 1966, the company owned shops were sold to the then shop managers, who became Franchisees of S.G. Tilden, Incorporated.  From 1976 to 1995, S.G. Tilden Management Corp. (“Tilden Management”) was empowered to Franchise the name “Tilden for Brakes Car Care Centers” ©, and the good will and operating expertise developed since 1923.  Tilden Management offered franchises of Tilden for Brakes Car Care Centers ©from 1976 to 1995.  In July of 1995, Tilden Associates, Inc. secured all of the franchise rights and related trademarks, copyrights, etc. from S.G. Tilden Management Inc.  Tilden Associates, Inc. is currently the only entity empowered to Franchise the name “Tilden for Brakes Car Care Centers” ©.





In June of 1998, Tilden acquired 20 Franchised Automotive Service Outlets in Dade, Broward and Palm Beach Counties, Florida which were converted to Tilden Centers owned and operated by Franchisees.  In December 1998, Tilden acquired 13 Franchised Automotive Service Outlets in the States of Georgia, Massachusetts, New Hampshire, Minnesota and Indiana which were converted to Tilden Centers, owned and operated by Franchisees.





In addition to the Company’s primary business, which is selling franchises and collecting royalties there from, the Company also has a wholly owned subsidiary, Tilden Equipment Corp., which sells shop equipment for auto repair shops. To date, Tilden Equipment Corp. sales have been limited to the Company’s franchise locations and Company stores. The Company hopes, in the future, to market the equipment to third parties.  The Company has not engaged in the operation of a Company-owned store and has not been able to sell equipment since 2007.  In prior periods, the Company occasionally operated Company owned locations, on a temporary basis, when it determined that such activity would enhance the potential re-sale value of its repossessed locations.  The Company typically attempts to sell equipment to franchisees that open new Tilden locations and accordingly, equipment sales often correlate to initial franchise sales.





In addition, the Company owns a number of realty corporations, which corporations are obligated on leases for one or more of the Company’s franchise locations.





The Franchise Offered


Tilden Centers are retail automobile service establishments devoted to the service and repair of the complete automobile.  Tilden’s business is the franchising, design, development and management supervision of automobile and truck repair and service centers.  The franchises to be offered include the right to operate an automobile and truck repair and service center under the name “Tilden for Brakes Car Care Centers” © and to receive instruction and advice from Tilden in the methods of operation the Tilden believes most likely to assure the Franchisee’s success.   Neither the Tilden nor any of its Predecessors has offered Franchises for any other line of business.





Tilden, as a result of the expenditure of time, skill, effort and money, has developed a distinctive system for the establishment and operation of Tilden Centers (the “Tilden System”).  The distinguishing characteristics of the Tilden System include, without limitation, site selection guidelines; Tilden Center construction and layout; equipment selection; purchasing and inventory control methods; accounting methods; merchandising, advertising, sales, and promotional techniques; product and service guarantees; personnel training; distinctive interior and exterior design, features and furnishings; and other features relating to the operation of Tilden Centers.  Tilden Centers are identified by various trademarks, trade names, service marks, logos, emblems, and trade dress consisting of or containing the words “Tilden for Brakes Car Care Centers” ©, “Tilden” ©, and/or related words, letters, and symbols.





Tilden Centers are generally located in urban or heavily populated suburban areas.  Tilden customers are primarily the owners of foreign and domestic automobiles, sports utility vehicles, light trucks, and vans.










The market for automotive services is well developed.  Our Franchises compete with other businesses performing similar services, including franchised mufflers and brake shops, automobile service departments of national and regional department stores, service stations, motor vehicle dealerships, and other automotive repair centers.  Automotive services are sold at a price predetermined by the Franchisee to its customer; we do not establish prices at which you must offer your goods or services.





The Business


There is an extensive and growing market for the automobile and truck service and repair business.  The automotive service industry is expected to gross more than one hundred sixty billion dollars in sales this year for many reasons.  There is a continuing need for quality automotive service regardless of the state of the economy.





When the economy is strong, more vehicles are bought and sold.  Additional vehicles on the road mean more repair business for the automotive service industry.  On the other hand, when the economy is weak, motorists keep their vehicles longer and older vehicles must be serviced regularly. Brakes, along with other important systems, are generally replaced three or more times during the lifetime of these vehicles.  Very often, the repeat business generated by loyal customers can span a period of many years.





With over two hundred million cars on the road, the automotive aftermarket-service industry is a multi-billion dollar business.  The demand for professional, quality car service of replacement brakes, exhaust systems, shocks, suspension, oil change and other related services is at an all-time high, and specialty shops such as Tilden for Brakes Car Care Centers© are getting an increased share of the business.





The average American household owns two or more vehicles at a given time.  These cars generally undergo brake repair and replacement at least three times during the life span of each car.  In fact, it is the most frequent auto repair needed by the Consumer.  Most drivers agree that safe and reliable brakes are the most critical operating feature on a vehicle and do not procrastinate.  Typically, brake service on a vehicle requires only one to one and one-quarter (1 - 1 1/4) hours of labor, enabling each store to service a significant number of vehicles on a daily basis.





Competition generally comes from new car dealers and specialty service centers.  New car dealers will provide competition for Tilden for Brakes Car Care Centers© because they are the only places left to get general service and computer diagnostics done.  However, many new car dealers charge premium rates for their automotive services and consumers often favor privately owned automotive centers where they can have a personal relationship with an operator, pay competitive prices, and receive quality service.  Tilden for Brakes Car Care Centers© present an image and reputation which, when coupled with a competent operator, can achieve that competitive edge.  The competition also comes from the specialty service centers such as quick-lubes, quick tune-up shops, transmission operations, muffler shops and similar type operations.  While their market share is growing now and continues to do so, the Tilden for Brakes Car Care Centers© will go head to head with them, offering competitive prices, the credibility and long time reputation for honesty associated with the Tilden name and, and most importantly,  additional services.  A quick-lube center that finds a bad fan belt in the course of an oil change can not do anything about it, whereas Tilden’s well trained personnel can.





EMPLOYEES





We currently have 4 full time employees in the corporate office.





REGULATORY REQUIREMENTS FOR FRANCHISING





Franchising is both regulated by the Federal Trade Commission and many of the states. The Company believes it is in compliance with all the rules of the Federal Trade Commission and is registered in the following states to sell franchises: California, Florida, Indiana, Minnesota, New York, Rhode Island, and Virginia.  There are approximately Thirty-five (35) States, which have no registration requirements.





The Company generally competes in the sale of franchises with other companies of similar size and similar resources.  The larger automotive franchises typically already exist in the areas where the Company seeks to sell its franchises and are therefore not competing for franchise location sales in


these areas.





The Company’s individual franchisees compete with other franchise operators, large company run stores and individual operators, both brake specialists and parties performing general automotive repairs. The Company believes that its franchise operators are able to compete, both financially and in providing service, with its competitors.










ITEM 2.  DESCRIPTION OF PROPERTY





The Company’s offices are located at 300 Hempstead Turnpike, West Hempstead, New York 11552.  The Company has a 60-month lease, which commenced on October 1, 2008.  The space is approximately 1,600 square feet.  The space is sufficient for the Company’s needs for the foreseeable future





In addition, the Company leases real estate in the Continental United States and sub leases these locations to its franchises.  As of December 31, 2009, the Company owned and leased to its franchises a total of eight (8) sites.





ITEM 3.  LEGAL PROCEEDINGS





In July 2006, the Company and its directors were named as defendants in a lawsuit instituted in the Chancery Court of the State of Delaware in and for New Castle County. The action alleges that the exercise price of stock options were in violation of the Company’s stock option plan for the years 2001 through 2005, in that the options exercise price on the date of the grant were below the requirements of the plans. The lawsuit was settled during the third quarter 2006 for $20,000. As part of the settlement without conceding the accuracy or correctness of the plaintiffs’ allegations, the Company rescinded the stock options issued for the years 2001 through 2005 without prejudice to its right to issue stock options in the future.





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





The Company’s shareholders voted on two matters during 2009: (1) The shareholders voted on and approved the modification and extension of the President’s employment contract. The contract was due to expire in 2010 and was extended through 2015. (2) The shareholders voted on and approved the granting of options to purchase 1,150,000 shares of common stock at $0.02 per share. The options were issued to the three members of the board of directors and to a consultant to the Company for 2009 services to be performed.





PART II





ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





The Company’s common stock is traded on the Pink Sheets under the symbol “TLDN”. The following constitutes the high and low sales prices for the common stock as reported by NASDAQ for each of the quarters of 2009 and 2008.  The quotations shown below reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.





2009

HIGH


LOWFIRST QUARTER

Common Stock

$
.02


$
.01SECOND QUARTER

Common Stock

$
.05


$
.02THIRD QUARTER

Common Stock

$
.05


$
.02FOURTH QUARTER

Common Stock

$
.05


$
.032008

HIGH


LOWFIRST QUARTER

Common Stock

$
.08


$
.06SECOND QUARTER

Common Stock

$
.08


$
.03THIRD QUARTER

Common Stock

$
.05


$
.02FOURTH QUARTER

Common Stock

$
.02


$
.01









The Company has not declared cash dividends on its Common Stock and does not intend to do so in the foreseeable future.  If the Company generates earnings, management’s policy is to retain such earnings for further business development. It plans to maintain this policy as long as necessary to provide funds for the Company’s operations. Any future dividend payments will depend upon the Company’s earnings, financial requirements and other relevant factors, including approval of such dividends by the Board of Directors.





As of April 14, 2010, there were approximately 70 shareholders of record of the Company’s common stock, excluding shares held in street name.





ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Company’s consolidated financial statements and notes thereto included elsewhere herein. The statements disclosed herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of certain risks and uncertainties, including, but not limited to, the Company’s need for additional financing, competition in the franchise industry for retail automobile and truck repair service, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission.





RESULTS OF OPERATIONS





Fiscal 2009 Compared to Fiscal 2008





Revenue increased to approximately $1,374,000 in the year 2009 from approximately $1,283,000 in the year 2008, representing a 7% increase.  The increase in overall revenue recorded during the year as compared to the prior year was primarily attributed to an increase in rental income, sales of Company owned locations and market area sales of approximately $98,000, $66,000 and $50,000, respectively.  These increases were partially offset by decreases of royalty fees of $96,000 for the year of 2009 as compared to the prior year of 2008.  The increase in rental income was attributable to an increase in the number of locations subleased to franchisees during the year of 2009.  The increase in sales of Company owned locations is attributable to the Company’s sale of two locations during the year of 2009 as compared to no sales during the year of 2008.  The increase in market area sales was attributable to a sale of rights to develop one market area during the year of 2009 as compared to the no rights sold during the year of 2008.  The decrease in royalty fees recorded during the year of 2009 as compared to the year of 2008 was attributable to 1) a decrease in the number of franchisees liable to the Company for royalty fees and 2) a decrease in royalty fee income attributable to a settlement with a franchisee booked during the third quarter of 2008.  Miscellaneous income is primarily made up of bad debt recoveries received in collection proceedings and commissions and rebates earned from vendors.   Interest income, which was included under, other income (expenses) on the statement of operations, decreased to approximately $8,000 from $34,000 representing a 65% decrease. The decrease was attributable to 1) a decrease in the prevailing interest rate in that the Company was able to earn on its cash balances in 2009 and 2) a decrease notes receivable on which the Company was able to accrue interest in 2009.





Costs of revenues increased to approximately $617,000 in 2009 from approximately $467,000 in 2008, a 32% increase.  As a percentage of revenues, cost of revenues were 45% and 36%, respectively for the years reported.  The overall increase was attributable to increases in rent paid for real estate sublet, costs of company owned locations and broker fees of approximately $103,000, $31,000 and $14,000, respectively. The increase in rent paid of real estate sublet was a result of an increase in the number of locations in which the Company subleases to franchisees during the year of 2009 as compared to the prior year of 2008.  The increase in the cost of Company locations sold was a result of the cost incurred in the sale of two Company locations during the year of 2009.  The Company did not sell a Company location during the year of 2008 and accordingly incurred no costs. The increase in broker fees was due to the Company incurring a fee in connection to a market area sale in 2009 as compared with no broker fees incurred in 2008.





Selling, general and administrative expenses decreased to approximately $835,000 in the year 2009 from approximately $894,000 in the year 2008, representing a 7% decrease.  The changes in the composition of selling, general and administrative expenses during the year of 2009 were primarily attributable to decreases in bad debt expense, professional fees and insurance of approximately $23,000, $20,000 and $16,000, respectively.  The decrease in bad debt expense was attributable to a decrease in the number of franchisees requiring reserve and write-offs during the year of 2009 as compared to the prior year of 2008.  The decrease in professional fees was attributable to a decrease in legal fees incurred during the year of 2009 as compared to the prior year of 2008.  The decrease in insurance during the year of 2009 was primarily attributable to a cancellation of a directors and officers policy.  These decreases were primarily offset by an increase in officer’s salaries of approximately $21,000 which the Company is obligated to pay in accordance with the officer’s employment agreement.









LIQUIDITY AND CAPITAL RESOURCES





Working capital at December 31, 2009 was approximately $371,000, compared to working capital of approximately $380,000 at December 31, 2008. The ratio of current assets to current liabilities was 1.78:1 at December 31, 2009 and 1.88:1 at December 31, 2008.  Cash flows used for operations for the year 2009 was approximately $15,000, compared to cash flows used by operations for the year 2008 of approximately $24,000.





Cash and accounts and notes receivable decreased to approximately $863,000 at December 31, 2009 from approximately $870,000 at December 31, 2008, while accounts payable and accrued expenses decreased to approximately $239,000 at December 31, 2009 from approximately $250,000 at December 31, 2008.





Although the Company plans to continue to expand to the extent that resources are available, the Company has no firm commitments for capital expenditures in other areas of its business. The Company’s current business plan and objective is to continue expanding the number of franchises in its system through sales of new franchises, as well as through acquisitions of other franchises similar to the acquisitions they have done in the past.





The Company has not paid any dividends in the past and does not contemplate paying any in the foreseeable future.





Some of the Company’s subsidiaries lease properties on which franchisees are located. The franchisees typically pay rent to these subsidiaries and, in some cases, may pay rent directly to the lessor.





The Company has approximately $371,000 in working capital. The Company believes that its working capital and cash generated by operations will be sufficient to meet our anticipated ongoing needs for the next twelve months. The Company will need to generate increased franchise and market area sales in order to maintain adequate liquidity on a long-term basis.





The Company has secured a $250,000 line of credit. As of December 31, 2009, the Company has not utilized the line.





In addition, several franchisees are significantly in arrears in the payment of royalties.  Management, however, has addressed these arrearages and resolutions are negotiated with the franchisees on an individual-by-individual basis.




ITEM 8.  FINANCIAL STATEMENTS





The response to this item follows Item 13, and is hereby incorporated herein.





ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





None





ITEM 9a  CONTROLS AND PROCEDURES.





Evaluation of Disclosure Controls and Procedures





An evaluation was conducted under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”), its principal executive officer, and Chief Financial Officer (“CFO”), its principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of December 31, 2009.  Based on that evaluation, the CEO and the CFO concluded that the disclosure controls and procedures are effective in reaching a reasonable level of assurance that management is timely alerted to material information relating to the Company during the period when its periodic reports are being prepared.  In addition, the CEO and CFO concluded that the disclosure controls and procedures are also effective to ensure that information required is recorded, processed and summarized within the time periods specified in the Commission’s rules and forms.  These same officers concluded that controls and procedures were effective in ensuring that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to its management, including its CEO and CFO as appropriate to allow timely decisions regarding required disclosure.









Management’s Report on Internal Control over Financial Reporting





Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over financial reporting.




Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Internal control over financial reporting refers to the process designed by, or under the supervision of the CEO, CFO and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance wit U.S. GAAP, and includes those policies and procedures that:





(1)
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;(2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being  made only in accordance with the authorization of our management and directors; and(3)
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.





Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  This annual report does not include an attestation report of the Company’s registered public accounting firm regarding the 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 Security Exchange Commission that permit the Company to provide only management’s report in this annual report.




In accordance with the U.S. Securities and Exchange Commission’s requirements, the CEO and CFO conducted an evaluation of the Company’s internal control over financial reporting (the “Internal Controls”) at December 31, 2009 to determine whether there have been any changes in Internal Controls that occurred during the fiscal year which have materially affected or which are reasonable likely to materially affect Internal Controls.  Based on this evaluation, there have been no such changes in Internal Controls during the period covered by this report.









PART III





ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.





The Company’s Certificate of Incorporation provides for no less than three (3) Directors. Each Director shall hold office until the next annual meeting of shareholders and until his successor has been elected and qualified.  At the present time there are a total of three (3) Directors. The Board of Directors is empowered to fill vacancies on the Board. The Company’s Directors and Executive





Officers are listed below:





NAME
AGE
POSITIONS

W/ COMPANY
DIRECTOR SINCERobert Baskind
68
Chairman of the Board, Chief Executive Officer, Chief Financial Officer
1996Arthur Singer
42
Director
1996Jason Baskind
38
Director of Franchise Development
2003





DIRECTORS





Robert Baskind is a founding stockholder and was employed as a registered representative by On-Site Trading, Inc., a registered Broker Dealer and a member of the National Association of Security Dealers, Inc. Prior thereto and since 1992, Mr. Baskind was employed with Trading Places, Inc., a franchise sales organization and business broker. Mr. Baskind has many years of experience as a franchiser and business Broker specializing in business automotive services and was entrepreneurially involved in many of these entities.





Arthur Singer is a graduate of the State University at Albany. He has devoted his entire career to Sales and Marketing. From 1990, Mr. Singer has worked for Carrington Laboratories, Inc. He has a documented track record of success in field sales and sales management. As Regional Sales Manager of this publicly held bio-pharmaceutical company, his duties included training and development of new sales representatives for the launching of new products, in the development of educational programs and in the development of goals, strategies and budgets for that company’s sales force. Mr. Singer’s experience included working on the distribution of products and working with buying groups.  During his employment with Carrington, Mr. Singer had, on more than one occasion, been selected “Sales Person of the Year”, and on one occasion was selected as “Regional Manager of the Year” for the entire United States.





Jason Baskind joined the Company as Director of Franchise Development. Prior to joining the Company, he was working as an equities trader at On-Site Trading, Inc. He graduated from the University of Miami with a B.A. in Management. His previous experience includes working for Breslin Realty, which is a large real estate developer on Long Island in New York, as a site selector.





Our board of directors acts as our audit committee. No member of our board of directors is an “audit committee financial expert” as that term is defined in Item 401(e) of Regulation S-B promogulated under the Securities Act. Our management and our board of directors determined that our internal controls are adequate to insure that financial information is recorded, processed, summarized, and reported in a timely and accurate manner in accordance with applicable rules and regulations of the Securities and Exchange Commission. Accordingly, our board of directors concluded that the benefits of retaining an individual who qualifies as an “audit committee financial expert” would be outweighed by the costs of retaining such a person.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by regulation to furnish the Company with copies of all Section 16(a) forms they file.









Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that Form 5’s were required and filed for those persons, the Company believes that, during the period from January 1, 2009 through December 31, 2009, all filing requirements applicable to its officers, directors, and greater than ten percent beneficial owners were complied with.





ITEM 11.  EXECUTIVE COMPENSATION





The following table sets forth information with respect to the compensation of executive officers of the Company for services provided to the Company and its subsidiaries in 2009, 2008, 2007 and 2006. No other executive officers received salary in excess of $100,000 in any such year.





Summary Compensation Table





YEAR

COMPENSATION


OPTIONS GRANTEDRobert Baskind
2009

$
171,000


600,0002008

$
150,000


600,0002007

$
144,000


—2006

$
147,000


—





Employment Agreements:





An employment agreement for the year 2009 existed for the following officer and key employee:





Robert Baskind:  He is entitled to five percent increases on a yearly basis. The agreement, which employs Mr. Baskind as the president of the Company, expires in 2015.





ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRINCIPAL STOCKHOLDERS





The following table sets forth, as of December 31, 2009: (i) the name and address of each person who owns of record or who is known by the Board of Directors to be beneficial owner of more than five percent (5%) of the Company’s outstanding common stock, (ii) each of the Company’s Directors, and (iii) all of the Company’s Executive Officers and Directors as a group.





NAME AND

ADDRESS
BENEFICIAL

OWNERSHIP
PERCENT OF COMMON

STOCK OUTSTANDINGRobert Baskind

300 Hempstead Turnpike

West Hempstead, NY 11552
2,707,000 (1)
23.8%Arthur Singer

300 Hempstead Turnpike

West Hempstead, NY 11552
451,100 (2)
4.0%Jason Baskind

300 Hempstead Turnpike

West Hempstead, NY 11552
2,707,000 (3)
23.8%Officers and Directors as a

group (3 Persons)
3,158,100
27.7%





(1) Ownership includes 2,331,500 shares of the Company’s common stock and 375,000 shares of the Company’s common stock imputed to him from his son Jason Baskind.





(2) Ownership includes 451,100 shares of the Company’s common stock.





(3) Ownership includes 375,000 shares of the Company’s common stock and 2,331,500 shares of the Company’s common stock imputed to him from his father Robert Baskind.









ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





None





PART IV





ITEM 15.  EXHIBITS, LIST AND REPORTS ON FORM 8-K





(a)

Exhibits3.1

Certificate of Incorporation of the Registrant (1)3.2

By-laws of the Registrant (1)4.1

Tilden Associates, Inc. incentive plan (1)4.2

Tilden Associates, Inc. 1998 stock option plan (1)4.3

Tilden Associates, Inc. 2001 stock option plan10.1

Consulting agreement with Tilden Huntington, Inc. (1)10.2

Employment agreement with the President Robert Baskind. (1)10.3

Deferred compensation letter for president Robert Baskind (1)10.4

Waiver of deferred compensation by president Robert Baskind (2)21.1

Subsidiaries (2)23.1

Consent of independent accountants99.1

Certifications





(1) Incorporated by reference to the Company’s annual report on Form 10KSB for the fiscal year ended December 31, 2000.





(2) Incorporated by reference to the Company’s annual report on Form 10KSB for the fiscal year ended December 31, 2001.









TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
  FINANCIAL STATEMENTS
 AND SUPPLEMENTAL INFORMATION
  DECEMBER 31, 2009 AND 2008
  Table of Contents
 
 PageReport of Independent Registered Public Accounting Firm

F - 2Consolidated Balance Sheets

F - 3Consolidated Statements of Operations

F - 4Consolidated Statements of Cash Flows

F - 5Consolidated Statements of Stockholders’ Equity

F - 6Notes to Consolidated Financial Statements

F - 7 – F - 13SUPPLEMENTAL INFORMATION :Report of Independent Registered Public Accounting Firm on Supplemental Financial Information

F - 14Consolidated Statements of Selling, General and Administrative Expenses

F - 15
 
 
 MICHAEL T. STUDER CPA P.C.
 18 East Sunrise Highway, Suite 311
 Freeport, N.Y. 11520
 Phone: (516) 378-1000
 Fax: (516) 546-6220
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholders of
 Tilden Associates, Inc.
 
 I have audited the accompanying consolidated balance sheet of Tilden Associates, Inc. and subsidiaries (the Company) as of December 31, 2009 and 2008 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
 
 I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
 
 In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tilden Associates, Inc. and subsidiaries as of December 31, 2009 and 2008 and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.
 
 /s/ Michael T. Studer CPA P.C.Freeport, New YorkApril 15, 2010
 
 F-2
 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 
 December 31,2009


2008ASSETSCash and cash equivalents

$
488,909


$
504,259Accounts and notes receivable - net of allowance for doubtful accounts of $290,066 and $450,691 at December 31, 2009 and 2008, respectively


349,916



300,624Inventory


4,300



4,300Prepaid expenses and other current assets


4,164



4,164Total current assets


847,289



813,347Property and equipment, net of accumulated depreciation of $23,020 and $30,555, respectively


—



29,686Intangible assets, net of accumulated amortization of $122,758 and$130,333, respectively


281,038



322,711Security deposits


72,484



80,538Accounts and notes receivable, net of current portion


25,000



65,212Total other assets


378,522



468,461Total assets

$
1,225,811


$
1,311,494LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIESAccounts payable and accrued expenses

$
238,577


$
249,704Deposits on franchise and business acquisitions


198,000



148,000Income taxes payable


39,271



35,932Total current liabilities


475,848



433,636Security deposits


126,799



140,211Total liabilities


602,647



573,847STOCKHOLDERS’ EQUITYCommon stock, $.0005 par value; 30,000,000 shares authorized; 11,425,903 shares issued and outstanding at December 31, 2009 and 2008, respectively


5,713



5,713Additional paid-in capital


1,641,088



1,639,966Retained earnings (accumulated deficit)


(1,003,637
)


(888,032
)643,164



757,647Less: treasury stock - 40,000 shares, stated at cost


(20,000
)


(20,000
)Total stockholders’ equity


623,164



737,647Total liabilities and stockholders’ equity

$
1,225,811


$
1,311,494
 
 See notes to consolidated financial statements.
  F-3
 
 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 Year Ended December 31,2009


2008REVENUESInitial franchise acquisition fees

$
60,000


$
62,500Royalty fees


521,873



617,595Market area sales


50,000



—Sales of Company owned locations


130,645



65,000Rental income


577,821



479,601Miscellaneous income


33,579



58,236Total revenues


1,373,918



1,282,932COST OF REVENUESBrokers Fees


14,250



—Costs of Company owned locations sold


45,301



14,725Franchise development fees


34,546



31,870Rent paid for real estate sublet


522,652



419,926Total cost of revenues


616,749



466,521Gross profit


757,169



816,411Selling, general and administrative expenses


835,778



894,798Income (loss) from operations before other income and expenses and provision for income taxes


(78,609
)


(78,387
)OTHER INCOME (EXPENSES)Interest income


7,760



33,571Loss on impairment of franchise and market area rights


(40,276
)


—Total other income (expenses)


(32,516
)


33,571Income (loss) before provision for income taxes


(111,125
)


(44,816
)Provision for income taxes


4,480



2,500Net income (loss)

$
(115,605
)

$
(47,316
)Per Share DataBasic earnings per share

$
(0.01
)

$
(0.00
)Diluted earnings per share

$
(0.01
)

$
(0.00
)Weighted average shares outstanding


11,385,903



11,385,903
 
 See notes to consolidated financial statements.
  F-4
 
 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Year Ended December 31,2009


2008CASH FLOWS FROM OPERATING ACTIVITIESNet (loss)

$
(115,605
)

$
(47,316
)Adjustments to reconcile net income (loss) to net cash (used for) operating activities:Loss on impairment of franchise market area rights


40,276



—Depreciation and amortization


3,261



5,636Provision for doubtful accounts


269,345



292,307Sale of equipment financed by note receivable


27,822



14,725Stock option expense


1,122



—Changes in operating assets and liabilities:Accounts and notes receivable


(278,425
)


(301,894
)Other receivable


—



7,222Prepaid expenses and other current assets


—



2,515Security deposit receivable


8,054



(20,853
)Accounts payable and accrued expenses


(11,127
)


(88,411
)Deposits on franchise acquisitions


50,000



(83,717
)Income taxes payable


3,339



949Escrow receivable


—



200,000Security deposits payable


(13,412
)


13,853Net cash (used for) operating activities


(15,350
)


(4,984
)CASH FLOWS FROM INVESTING ACTIVITIESTrademark costs


—



(1,350
)Income recognized from the write-down of note payable


—



(18,700
)Deposit on building sold


—



3,000Net cash provided by investing activities


—



(17,050
)Net (decrease) in cash


(15,350
)


(22,034
)Cash and cash equivalents at beginning of period


504,259



526,293Cash and cash equivalents at end of period

$
488,909


$
504,259Supplemental Cash Flow Information:Interest paid

$
—


$
—Income taxes paid

$
1,141


$
1,551
 
 See notes to consolidated financial statements.
 
 F-5
 
 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 AdditionalCommon stock

Paid In

Accumulated


Treasury stock


Stockholders’Shares

Amount

Capital

Deficit


Shares


Amount


EquityBalance, December 31, 2007

11,425,903

$
5,713

$
1,639,966

$
(840,716
)

(40,000
)

$
(20,000
)

$
784,963Net loss for the year ended Decemeber 31, 2008










(47,316
)









(47,316
)Balance, December 31, 2008

11,425,903


5,713


1,639,966


(888,032
)

(40,000
)


(20,000
)


737,647expense







1,122













1,122Net loss for the year ended Decemeber 31, 2009










(115,605
)









(115,605
)Balance, December 31, 2009

11,425,903

$
5,713

$
1,641,088

$
(1,003,637
)

(40,000
)

$
(20,000
)

$
623,164
 
 See notes to consolidated financial statements.
  F-6
 
 TILDEN ASSOCIATES, INC and SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 1 - Summary of Significant Accounting Policies
 
 Business Activity
  The company was incorporated in the state of Delaware in June 1995 and is in the business of selling automotive franchises and administering and supporting full service automotive repair centers under the name “TILDEN FOR BRAKES CAR CARE CENTERS”. The majority of franchises are currently located in New York, Florida and Colorado with twelve states being represented and expansion plans for several additional states.
 
 Principles ofConsolidation
 
 The consolidated financial statements include all wholly owned subsidiaries. All inter-company profits and transactions have been eliminated in consolidation.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from the estimates.
 
 Revenue Recognition
 
 The Company recognizes revenue in several ways: Initial fees from sale of franchises, market area sales to market developer partners, royalties (as a percentage of gross revenues) from franchisees, equipment sales, rental of premises to franchisees and the operation of Company owned automotive repair centers which are developed for potential sale to franchisees.
 
 Franchise fee revenue for initial franchise fees and from market area sales to market developer partners is recognized upon the execution of a franchise agreement and when all material services or conditions relating to the sale have been successfully completed by the Company. Market developer partners receive a percentage of royalty fees for development and management of their market and are responsible for substantially all training and other services required in opening new franchises in their regions.
 
 Equipment sales are recorded upon delivery and installation of equipment to franchisees.
 
 Cash and Cash Equivalents
 
 Cash and cash equivalents include cash in banks and short-term investments with original maturities of less than three months.
 
 Advertising Costs
 
 The Company’s franchise agreement requires that franchisees remit advertising fees to a cooperative advertising fund managed by the Company. Corporate advertising is expensed as incurred.
 
 Income Taxes
 
 The Company provides for income taxes under the provisions of Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (“SFAS No. 109”). SFAS No. 109 requires that an asset and liability based approach be used in accounting for income taxes.
 
 Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of the temporary differences of revenue and expense items for financial statement and income tax purposes. Valuation allowances are provided against assets, which are not likely to be realized.
 
 F-7
 
 Leases
 
 Leases that transfer substantially all of the risks and benefits of ownership are treated as capital leases. Capital leases are included in property and equipment and are depreciated over their estimated useful lives using the straight-line method.
 
 Carrying Values of Long-Lived Assets
 
 The Company evaluates the carrying values of its long-lived assets to be held and used in the business by reviewing undiscounted cash flows by operating unit. Such evaluations are performed whenever events and circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the projected undiscounted cash flows over the remaining lives of the related assets does not exceed the carrying values of the assets, the carrying values are adjusted for the differences between the fair values and the carrying values.
 
 Intangible Assets
 
 Intangible assets are stated at cost less accumulated amortization. Intangible assets with an indefinite useful economic life, such as franchise and market area rights and trademarks, were amortized through 2001 on a straight-line basis using an estimated economic life of 40 years. Effective January 1, 2002, in accordance with SFAS No. 142, the Company ceased amortizing intangible assets with an indefinite useful economic life. Other intangible assets are amortized over their expected period of benefit on a straight-line basis.
  Presently, the Company owns the trademarks “Tilden forBrakes Car Care Centers”, “Brakeworld”, The Brake Shop” and “American Brake Service”.
 
 Goodwill
 
 Goodwill represents the amount paid in consideration for an acquisition in excess of the net tangible assets acquired. Goodwill is tested for impairment annually or under certain circumstances, and written off when determined to be impaired. In accordance with SFAS No. 142, the Company did not amortize goodwill for new acquisitions made after June 30, 2001. For acquisitions prior to that date, the Company continued to amortize goodwill through the end of 2001. The Company conducts tests for impairment and goodwill that is determined to have become impaired is written off.
 
 Accounts and Notes Receivable
 
 Accounts and notes receivable are primarily recorded for royalty income, rental income, and franchise and market area sales. In instances where the Company provides financing to franchisees and provides payment arrangements which allow for payments to be received over a period greater than one year, non-current receivables are recorded at the present value of estimated future cash flows.
 
 In most instances, financing of franchisees is secured by notes receivable and collateralized by shop equipment and franchise rights (see Note 2).
 
 Property and Equipment
 
 Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives of the assets, generally 39 years for buildings and building improvements, and 3 to 7 years for furniture and equipment. When property is sold or retired, the cost and accumulated depreciation are eliminated from the accounts and gains or losses are recorded in the statement of operations. Expenditures for repairs and maintenance are expensed as incurred.
 
 Stock-based Compensation
 Effective January 1, 2006, the Company adopted SFAS No. 123(R) for stock-based compensation. SFAS No. 123(R) requires that the fair value of equity instruments (such as stock options) exchanged for services be recognized as an expense in the financial statements as the related services are performed. Prior to 2006, the Company followed APB Opinion No. 25 in accounting for stock-based compensation. APB Opinion No. 25 only required the recognition of compensation costs for stock options when the market price of the Company’s common stock at the date of grant exceeded the exercise price of the option.
 
 F-8
 
 Earnings Per Share
 
 Earnings per share (“EPS”) has been calculated in accordance with SFAS No. 128, which requires the presentation of both basic net income per share and net income per common share assuming dilution. Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of shares outstanding for the year. Diluted earnings per share reflects the potential dilution that could occur upon the exercise of common stock options resulting in the issuance of common stock to stockholders who would then share in the earnings of the Company. SFAS No. 128 precludes the inclusion of any potential common shares in the computation of any diluted per-share amounts when such inclusion is antidilutive.
 
 Reclassifications
 
 Certain amounts in the 2008 financial statements were reclassified to conform to the 2009 presentation.
 
 Business Segment Information
 The Company operates in a single business segment: selling automotive franchises and administering and supporting full service automotive repair centers primarily under the name “TILDEN FOR BRAKES CAR CARE CENTERS”, principally through franchised and company-operated shops located in North America. Sales to any single customer were less than five percent of total revenues in each of the periods presented.
 
 New accounting pronouncements
 
 Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.
 
 NOTE 2 - Accounts and Notes Receivable
 
 Accounts and notes receivable consisted of the following:
 
 December 31, 2009


December 31, 2008Trade receivables from franchisees

$
639,982


$
731,527Installment loans due from January 1, 2010 through November 1, 2011 with stated interest rates between 8% and 10%


25,000



85,000664,982



816,527Less allowance for doubtful accounts


(290,066
)


(450,691
)374,916



365,836Less current portion


(349,916
)


(300,624
)Non-current accounts and notes receivable

$
25,000


$
65,212
 
 NOTE 3 – Property and Equipment
 Property and equipment consisted of the following:
 
 December 31, 2009


December 31, 2008Machinery and shop equipment

$
5,704


$
42,925Signage


5,623



5,623Furniture


11,693



11,69323,020



60,241Less accumulated depreciation


(23,020
)


(30,555
)Property and equipment, net of accumulated depreciation

$
—


$
29,686
 
 Depreciation expense for the years ended December 31, 2009 and 2008 was $1,799 and $3,930, respectively. During the quarter ended June 30, 2009 the Company sold shop equipment as part of a sale of a company owned location. The equipment sold had an original cost of $37,221 and accumulated depreciation of $9,399.
  F-9
 
 NOTE 4 - Intangible Assets
  Intangible assets consisted of the following:
 
 December 31, 2009


December 31, 2008Trademarks (subject to amortization)

$
45,196


$
44,099Franchise and market area rights (not subject to amortization)


358,600



408,945403,796



453,044Less accumulated amortization


(122,758
)


(130,333
)Intangible assets, net of accumulated amortization

$
281,038


$
322,711
 
 The Company incurred trademark costs of $1,097 and $1,350 in 2009 and 2008, respectively. During the year ended December 31, 2009, the Company reflected a loss on the impairment of franchise and market area rights in the amount of $40,276. The impaired rights had an original cost of $50,345 and accumulated amortization of $10,069. The Company tests the carrying value of franchise and market area rights on a franchise-by-franchise basis and identifies individual franchise rights requiring write-down. Of the intangible assets listed above, only trademarks have been amortized for the years ended December 31, 2009 and December 31, 2008. The amortization expense was $1,462 and $1,706, respectively.
 
 NOTE 5 – Credit Line
 
 In August 2006, the Company secured a $250,000 revolving line of credit with a stated rate of interest of prime plus one percentage point. The line is secured by the assets of the Company. As of December 31, 2009, the Company has not utilized any of the available line of credit.
 
 NOTE 6 – Deposits on Franchises
 Deposits on franchises consisted of:
 Years Ended

December 31,2010


2009New franchises

$
193,000


$
143,000Repossessed franchises


5,000



5,000Total

$
198,000


$
148,000
 
 The Company, under the terms of its standard franchise agreement, typically receives a $15,000 deposit upon the signing of a franchise agreement and the balance of the franchise fee upon the franchisee’s acceptance of a Tilden approved franchise location. These deposits are non-refundable but can be applied to a different location identified in the future.
 
 NOTE 7 – Income Taxes
 
 Tilden Associates Inc. and subsidiaries have elected to fileconsolidated income tax returns for Federal and New York State taxes. Tax expense is allocated to each subsidiary based on the proportion of its taxable income to the total consolidated taxable income.
 
 A reconciliation of the expected income tax expense (benefit) to reported income tax follows:
 
 Years EndedDecember 31,2009


2008Federal income tax (benefit) at 35% statutory income tax rate

$
(38,894
)

$
(15,686
)Nondeductible increase non-taxable (decrease) in Allowance for doubtful accounts


(56,219
)


28,973Change in valuation allowance


99,593



(13,287
)Provision for income taxes

$
4,480


$
2,500
 
 Net operating loss carryovers at December 31, 2009 were approximately $575,000 and will expire in years from 2010 to 2029. The Company does not anticipate fully utilizing these carryovers in 2010.
  F-10
 
 NOTE 8 – Commitments and Contingencies
 
 Leases
 
 The Company, through various subsidiaries, sub-lets properties to several franchisees. Additionally, several franchisees sub-let property from affiliates of the Company’s President (See Note 10). Franchisees typically pay rent on these properties to the subsidiaries. In some circumstances, franchisees may pay rent directly to the lessors of the operating leases.
 
 Future minimum lease payments under theseoperating leases at December 31, 2009 are as follows:
  2010

$
380,2052011


387,7632012


397,1972013


344,2682014 and thereafter


1,968,661$
3,478,094
 
 Future minimum rental income on sub-leases at December 31, 2009 are as follows:
 
 2010

$
387,5522011


340,4942012


348,9092013


297,5762014 and thereafter


1,744,042$
3,118,573
 
 The company leases an office in New York under an agreement that commenced in October 2003 and expires in September 2013. Total gross rent expense for the years ended December 31 2009 and 2008 was $18,134 and $19,834, respectively.
 
 The future minimum annual rental payments at December 31, 2009 are as follows:
 
 2010

$
22,8752011


23,3252012


24,6752013


18,675$
89,550
 
 Employment Agreements
  The President of the Company, Mr. Robert Baskind, has an employment contract that renews annually on the first day of each year and which entitled him to a salary of approximately $171,000 during 2009. In accordance with the terms of the employment contract, he is entitled to five percent increases on a yearly basis. The employment agreement, as amended, expires in 2015. Additionally, Mr. Baskind’s agreement provides for other customary provisions.
 
 F-11
 
 NOTE 9 – Concentration of Credit Risk
 
 Financial instruments that potentially subject the Company to credit risk include cash and accounts and notes receivable. At December 31, 2009 one account exceeded federally insured limits by approximately $211,025 and at December 31, 2008 one account exceeded the federally insured limits by approximately $119,000. Also, at December 31, 2009 and December 31, 2008, the Company had accounts and notes receivable from franchisees of approximately $375,000 and $366,000, respectively, net of an allowance for doubtful accounts of approximately $290,000 and $451,000, respectively. Notes receivable, derived principally from sales of franchises and market areas, are collateralized by the franchise agreements to which they relate. Presently, a majority of the Company’s franchises are within the states of New York, Florida and Colorado.
 
 NOTE 10 - Related Party Transactions
 
 Franchise Facilities
 
 The Company rents certain franchise locations owned or leased by the Company’s president and affiliates, which are sublet to franchisees. For the years ended December 31, 2009 and 2008, rent paid to the Company’s president and affiliates for real estate sublet was $23,444 and $41,630, respectively. Management believes that the lease payments made by the Company to these officers, directors, and affiliates are at fair market value and are approximately equal to the rent charged to the franchises occupying each facility.
 
 NOTE 11 - Stock Options
 
 Tilden Associates, Inc. Stock Option Plans
 
 From May 1998 to December 2005, the Company adopted several Tilden Associates, Inc. Stock Option Plans (“the Plans”) on an annual basis. The Company may issue incentive options for a term of no greater than ten years and non-incentive stock options for a term of no greater than eleven years. The incentive stock options may be issued with an exercise price of no less than 100% of the fair market value of the stock at the time of the grant. However, in the case of employees holding greater than 10% of the Company’s common stock, the option price shall not be less than 110% of the fair market value of the stock at the time of the grant and the term of the option may not exceed five years. The non-incentive stock options may be issued with an exercise price of no less than 50% of the fair market value of the stock at the time of the grant. Additionally, options may be granted to any eligible person for shares of common stock of any value provided that the aggregate fair market value of the stock with respect to which incentive stock options are exercisable for the first time during any calendar year, shall not exceed $100,000. Additionally, the option price shall be paid in full at the time of exercise in cash or, with the approval of the Board of Directors, in shares of common stock. Further, if prior to the expiration of the option the employee ceases to be employed by the Company, the options granted will terminate 90 days after termination of the employee’s employment with the Company.
 
 From 1998 to 2005, the Company granted stock options to purchase a total of 7,038,300 shares of the Company’s common stock at exercise prices ranging from $0.01 per share to $3.00 per share. Through December 31, 2005, 32,500 options were exercised, 938,800 options expired or were forfeited, and 6,067,000 options remained outstanding at December 31, 2005.
 
 On July 18, 2006, a derivative action was filed challenging the issuance of stock options by the Company to members of management and the Board of Directors between 2001 and 2005. In August of 2006, the Company rescinded the stock options issued in the years 2001 to 2005. On September 11, 2006, the action was settled.
 
 On December 22, 2008, the Company granted a total of 1,150,000 stock options (600,000 options to the Company’s chief executive officer, 525,000 options to the Company’s two other directors, and 25,000 to a Company consultant. The options are exercisable at a price of $0.02 per share and expire in five years. The $7,475 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.01 stock price, $0.02 exercise price, 2% risk free interest rate and 100% volatility, is being expensed over the requisite service period of five years beginning January 1, 2009. During the year ended December 31, 2009, the Company recorded compensation expense of $1,122 on the options.
 
 On December 17, 2009, the Company granted a total of 1,150,000 stock options (600,000 options to the Company’s chief executive officer, 525,000 options to the Company’s two other directors, and 25,000 to a Company consultant. The options are exercisable at a price of $0.02 per share and expire in five years. The $27,485 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.03 stock price, $0.02 exercise price, 2% risk free interest rate and 100% volatility, is being expensed over the requisite service period of five years beginning January 1, 2010. At December 31, 2009 total unrecognized compensation costs relating to stock options was $33,838.
 
 F-12
 
 NOTE 12 – Franchises and Market Area Activities
 
 Franchises
 
 During the years ended December 31, 2009 and 2008, the Company sold three and two new franchises, respectively. As of December 31, 2009 and 2008, the Company had 43 and 46 active franchised locations. Throughout each year several franchises are returned to the Company’s control either through foreclosures or abandonment. The Company had no franchisor-owned repair shops in operation during the years ended December 31, 2009 and 2008.
 
 Market Areas
 
 During the years ended December 31, 2009 and 2008, the Company sold one right in 2009 and no rights in 2008 to develop new market areas resulting in market area sales income of $50,000 and $0 during the respective years.
 
 NOTE 13 – Retirement Plan
 In November, 2006, the Company adopted a qualified deferred arrangement 401(k) plan where employees may contribute up to the Internal Revenue Service deferred compensation limit for 401(k) plans, which was $16,500 in 2009. The plan allows the Company to make optional non-elective contributions into the plan for full-time employees. For the years ended December 31, 2009 and 2008 Company contributions to the plan (which are expensed when incurred) were $0 and $9,001, respectively.
 
 NOTE 14 - Sale of Building
 In March 2007, the Company purchased a building in West Babylon, New York for approximately $819,000. The purchase was financed by cash on hand at the time of the purchase and by the utilization of a line of credit established by the Company in 2006. Included in the cost of the building was the purchase of lease rights, from the franchisee who previously occupied the space, in the amount of $125,000. Also in March 2007, the Company sold the West Babylon building for approximately $950,000 resulting in a profit of approximately $131,000. The contract of sale required that the Company keep $200,000 in escrow until the building is evacuated and the equipment maintained by the franchisee is removed. In February 2008, the building was evacuated and the Company received the balance of funds held in escrow.
 
 Note 15 – Subsequent Events
 The Company has evaluated subsequent events through the filing date of this form 10-K and has determined that there were no subsequent events to recognize or disclose in these financial statements.
 
 F-13
 
 MICHAEL T. STUDER CPA P.C.
 18 East Sunrise Highway, Suite 311
 Freeport, N.Y. 11520
 Phone: (516) 378-1000
 Fax: (516) 546-6220
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRMON SUPPLEMENTAL FINANCIAL INFORMATION
 
 To the Board of Directors and Stockholders of
 Tilden Associates, Inc.
 
 My report on the audit of the basic consolidated financial statements of Tilden Associates, Inc. and subsidiaries for the years 2009 and 2008 appears on page F-2. The audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.
 
 The supplementary information presented in the schedule of selling, general and administrative expenses that appears on page F-15, is presented for the purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements for the years 2009 and 2008 and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
  /s/ Michael T. Studer CPA P.C.Freeport, New YorkApril 15, 2010
 
 F-14
 
 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF SELLING,GENERAL AND ADMINISTRATIVE EXPENSES
 
 Year Ended December 31,2009


2008Salaries and wages

$
169,684


$
162,683Officer’s salary


171,000



150,012Payroll and other taxes


18,142



24,236Bad debt expense


269,345



292,307Professional fees


79,091



99,257Consulting


13,211



22,133Rent


18,134



19,834Office expense


14,095



17,682Telephone expense


6,585



6,264Fees and licenses


12,156



12,814Amortization expense


1,462



1,705Depreciation expense


1,799



3,932Travel and entertainment


22,484



19,387Trade shows


3,000



—Training


2,500



1,500Automobile expense


18,609



12,208Repairs and maintenance


132



3,800Advertising


4,542



704Insurance


6,968



22,978Miscellaneous expense


2,839



21,362$
835,778


$
894,798
 
 F-15
 
 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
  SIGNATURES
 In accordance with section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed by the undersigned, thereunto duly authorized.
 
 Date: December 7, 2010
TILDEN ASSOCIATES, INC.By:
/s/ ROBERT BASKINDRobert BaskindPresident and Chief Executive Officer
 
 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
 Signatures

Titles

DateBy:
/s/ ROBERT BASKIND

Chairman of the Board, President

December 7, 2010Robert Baskind

Chief Executive Officer (PrincipalExecutive and Financial Officer)