TLDN Telidyne Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

Commission file number 0001027484

 DELAWARE 11-3343019
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
 incorporation or organization) Identification No.)

The number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: September 30, 2008 was 11,385,903 shares of Common Stock - $.0005 par value.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

Table of Contents for Form 10-QSB

 Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 Consolidated Balance Sheets at September 30, 2008 (unaudited)
 and December 31, 2007 (audited) 3

 Consolidated Statements of Operations for the Three and
 Nine Month Periods Ended September 30, 2008 and 2007 (unaudited) 4

 Consolidated Statements of Cash Flows for the Nine Month
 Periods Ended September 30, 2008 and 2007 (unaudited) 5

 Notes to Condensed Consolidated Financial Statemtents 6 - 10


Item 2. Management's Discussion and Analysis or Plan of Operation 11 - 13

Item 3. Controls and Procedures 14

PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds 14

Item 3. Defaults Upon Senior Securities 14

Item 4. Submission of Matters to a Vote of Security Holders 14

Item 5. Other Information 14

Item 6. Exhibits 14


SIGNATURE 15

CERTIFICATION

 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS




 September 30, December 31,
 2008 2007
 ------------- -------------
 (Unaudited)
 ASSETS
Cash and cash equivalents $ 520,599 $ 526,293
Accounts and notes receivable - net of allowance for
 doubtful accounts of $467,164 and $367,910 at
 September 30, 2008 and December 31, 2007, respectively 348,256 286,850
Inventory 4,300 4,300
Escrow receivable -- 200,000
Prepaid expenses and other current assets 21,085 6,679
Other receivable 4,722 7,222
 ------------- -------------
 Total current assets 898,962 1,031,344
 ------------- -------------

Property and equipment, net of accumulated depreciation
 of $30,317 and $28,261, respectively 29,924 48,341
 ------------- -------------
Intangible assets, net of accumulated amortization
 of $130,128 and $128,627, respectively 322,916 323,067
Deposit on purchase of property 3,000 3,000
Security deposits 80,538 59,685
Accounts and notes receivable, net of current portion 77,399 69,399
 ------------- -------------
 Total other assets 483,853 455,151
 ------------- -------------
 Total assets $ 1,412,739 $ 1,534,836
 ============= =============

 LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 247,135 $ 338,115
Deposits on franchise acquisitions 200,217 231,717
Income taxes payable 33,432 34,983
Notes payable, current portion 18,700 18,700
 ------------- -------------
 Total current liabilities 499,484 623,515

Security deposits 135,212 126,358
 ------------- -------------
 Total liabilities 634,696 749,873
 ------------- -------------

STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
 11,425,903 shares issued and outstanding at September 30,
 2008 and December 31, 2007, respectively 5,713 5,713
Additional paid-in capital 1,639,966 1,639,966
Retained earnings (accumulated deficit) (847,636) (840,716)
 ------------- -------------
 798,043 804,963
Less: treasury stock - 40,000 shares, stated at cost (20,000) (20,000)
 ------------- -------------
 Total stockholders' equity 778,043 784,963
 ------------- -------------
 Total liabilities and stockholders' equity $ 1,412,739 $ 1,534,836
 ============= =============

See notes to consolidated financial statements.

 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)

 Three Months Ended Nine Months Ended
 September 30, September 30,
 --------------------------- ----------------------------
 2008 2007 2008 2007
 ------------ ------------ ------------ ------------
REVENUES
 Initial franchise acquisition fees $ 5,000 $ 80,000 $ 30,000 $ 130,000
 Royalty fees 168,605 179,338 448,049 493,236
 Sales from operation of Company owned store -- -- -- 128,283
 Sale of equipment purchased for resale -- 3,818 -- 27,218
 Sales of Company owned locations -- 80,000 65,000 80,000
 Rental income 116,750 123,687 365,544 347,980
 Miscellaneous income 4,506 3,728 18,941 17,611
 ------------ ------------ ------------ ------------
 Total revenues 294,861 470,571 927,534 1,224,328
 ------------ ------------ ------------ ------------

COST OF OPERATIONS
 Brokers Fees -- 12,500 -- 53,200
 Costs of Company owned location sold -- -- 14,725 --
 Franchise development fees 13,967 13,359 27,235 26,302
 Costs of operation of Company owned stores 10,378 19,047 10,378 145,067
 Costs of equipment for resale -- 6,676 -- 25,826
 Rent paid for real estate sublet 85,887 132,633 329,693 394,665
 ------------ ------------ ------------ ------------
 Total cost of operations 110,232 184,215 382,031 645,060
 ------------ ------------ ------------ ------------

Gross profit 184,629 286,356 545,503 579,268
Selling, general and administrative expenses 132,148 175,227 582,831 549,013
 ------------ ------------ ------------ ------------

Income (loss) from operations before other income and
 expenses and provision for income taxes 52,481 111,129 (37,328) 30,255
 ------------ ------------ ------------ ------------

OTHER INCOME (EXPENSES)
 Interest income 8,449 8,080 30,408 15,979
 Gain on sale of building -- -- -- 131,043
 ------------ ------------ ------------ ------------
 Total other income (expenses) 8,449 8,080 30,408 147,022
 ------------ ------------ ------------ ------------

Income (loss) before provision for income taxes 60,930 119,209 (6,920) 177,277
Provision for income taxes
 Current -- 12,348 -- 12,348
 Deferred -- -- -- --
 ------------ ------------ ------------ ------------
 Net income (loss) $ 60,930 $ 106,861 $ (6,920) $ 164,929
 ============ ============ ============ ============

Per Share Data
 Basic earnings per share $ 0.005 $ 0.009 $ (0.001) $ 0.014
 ------------ ------------ ------------ ------------
 Diluted earnings per share $ 0.005 $ 0.009 $ (0.001) $ 0.014
 ------------ ------------ ------------ ------------
Weighted average shares outstanding
 Basic 11,385,903 11,385,903 11,385,903 11,385,903
 ------------ ------------ ------------ ------------
 Diluted 11,385,903 11,385,903 11,385,903 11,385,903
 ------------ ------------ ------------ ------------

See notes to consolidated financial statements.

 TILDEN ASSOCIATES, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)

 Nine Months Ended
 September 30,
 ----------------------------
 2008 2007
 ------------ ------------
Operating Activities
 Net income (loss) $ (6,920) $ 164,929
 Adjustmens to reconcile net income (loss) to net cash provided
 by (used for) operating activities:
 Depreciation and amortization 3,557 6,126
 Provision for bad debt 137,749 63,451
 Sale of equipment financed by note receivable 16,361 --
 Changes in operating assets and liabilities
 Accounts and notes receivable (207,155) (204,921)
 Inventory -- (4,300)
 Other receivable 2,500 25,278
 Prepaid expenses and other current assets (14,406) 15,583
 Security deposits receivable (20,853) (8,999)
 Deposit on building acquired -- 68,800
 Accounts payable and accrued expenses (90,980) 85,552
 Deposits on franchise acquisitions (31,500) 11,500
 Income taxes payable (1,551) 6,868
 Escrow receivable 200,000 (200,000)
 Security deposits payable 8,854 5,999
 ------------ ------------
Net cash provided by (used for) operating activities (4,344) 35,866
 ------------ ------------
Investing Activities
 Renewal of trademark (1,350) --
 Purchase of trademark -- (13,164)
 ------------ ------------
Net cash used for investing activities (1,350) (13,164)
 ------------ ------------

Net increase (decrease) in cash (5,694) 22,702
Cash and cash equivalents at beginning of the period 526,293 570,064
 ------------ ------------

Cash and cash equivalents at end of the period $ 520,599 $ 592,766
 ============ ============

See notes to consolidated financial statements.

TILDEN ASSOCIATES, INC and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - Organization and Business Operations

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.

NOTE 2 - Interim Financial Statements

The unaudited financial statements as of September 30, 2008 and for the three and nine months ended September 30, 2008 and 2007 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2008 and the results of operations and cash flows for the periods ended September 30, 2008 and 2007. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the nine months ended September 30, 2008 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2008. The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2007 as included in our report on Form 10-KSB.

NOTE 3 - Accounts and Notes Receivable

Accounts and notes receivable, net, consisted of the following:

 September 30, December 31,
 2008 2007
 ------------- -------------
Trade receivables from franchisees $ 697,851 $ 627,912
Installment loans due from June 30, 2009 to December 31,
2009 at 10% interest. 194,968 96,247
 ------------- -------------
 892,819 724,159
Less allowance for doubtful accounts (467,164) (367,910)
 ------------- -------------
 425,655 356,249
Less current portion (348,256) (286,850)
 ------------- -------------
Non-current accounts and notes receivable $ 77,399 $ 69,399
 ============= =============

NOTE 4 - Property and Equipment

Property and equipment consisted of the following:

 September 30, December 31,
 2008 2007
 ------------- -------------
Machinery and shop equipment $ 42,925 $ 59,286
Signage 5,623 5,623
Furniture 11,693 11,693
 ------------- -------------
 60,241 76,602
Less accumulated depreciation (30,317) (28,261)
 ------------- -------------
Property and equipment, net
 of accumulated depreciation $ 29,924 $ 48,341
 ============= =============

Depreciation expense for the nine months ended September 30, 2008 and 2007 was $2,056 and $4,986, respectively. During the first quarter ended March 31, 2008 the Company sold equipment held at a company-owned location to a franchisee. The equipment cost $16,361 and had accumulated depreciation of $1,636.

NOTE 5 - Intangible Assets

Intangible assets consisted of the following:

 September 30, December 31,
 2008 2007
 ------------ ------------
Trademarks $ 44,099 $ 42,749
Franchise and market area rights 408,945 408,945
 ------------ ------------
 453,044 451,694
Less accumulated amortization (130,128) (128,627)
 ------------ ------------
Intangible Assets, net
 of accumulated amortization $ 322,916 $ 323,067
 ============ ============

In May 2007, the Company renewed one of its trademarks at a cost of $14,566. During the year ended December 31, 2007, the Company reflected a loss on the impairment of franchise and market area rights in the amount of $256,464. The impaired rights had an original cost of $337,712 and accumulated amortization of $81,248. Prior to 2007, the Company had been testing the carrying value of the rights by considering the values of franchise networks purchased in the aggregate rather than identifying individual franchise rights requiring write-down. Of the intangible assets listed above, only trademarks have been amortized for the nine months ended September 30, 2008 and 2007 in the amounts of $1,501 and $1,140, respectively.

NOTE 6 - Notes Payable

Notes payable consisted of the following:

 September 30, December 31,
 2008 2007
 ------------ ------------
Notes payable bearing interest up to 25%
maturing July 2007 18,700 18,700
 ------------ ------------
 18,700 18,700
Less current portion (18,700) (18,700)
 ------------ ------------
Notes payable, net of current portion $ -- $ --
 ============ ============

In August, 2006, the Company secured a 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. During fiscal year ended December 31, 2007, the Company utilized the line to help finance the purchase of a building, which it later sold within the year. The Company used part of the proceeds on the sale to pay down the line in full. As of September 30, 2008, the Company has not utilized any of the available line of credit.

NOTE 7 - Income Taxes

Tilden Associates Inc. and its subsidiaries have elected to file a consolidated income tax return for Federal and New York State income tax purposes. 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:

 Nine Months Ended
 September 30,
 -----------------------------
 2008 2007
 ------------ ------------
Federal income tax (benefit) at 35%
statutory income tax rate $ (2,421) $ 62,047

Nondeductible increase in allowance for
doubtful accounts 34,749 13,084

Change in valuation allowance (32,328) (62,783)
 ------------ ------------
Provision for income taxes $ -- $ (12,348)
 ============ ============

Net operating loss carryovers at December 31, 2007 were approximately $285,000 and will expire in 2027. The Company does not anticipate fully utilizing these carryovers in 2008.

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 these operating leases for the years ended December 31, are as follows:

2008 $ 78,408
2009 302,447
2010 248,381
2011 233,921
2012 200,851
2013 and thereafter 861,046
 ------------
 $ 1,925,054
 ============

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 nine months ended September 30, 2008 and 2007 was $15,345 and $11,099, respectively.

The future minimum annual rental payments are as follows:

2008 5,325
2009 21,525
2010 22,875
2011 23,325
2012 24,675
2013 18,675
 ------------
 $ 116,400
 ============

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 $155,000 during 2007. 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 2010. Additionally, Mr. Baskind's agreement provides for other customary provisions.

NOTE 9 - Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk include cash and accounts and notes receivable. At September 30, 2008 two accounts exceeded federally insured limits by approximately $290,000 and at December 31, 2007 two accounts exceeded the federally insured limits by approximately $290,000. Also, at September 30, 2008 and December 31, 2007, the Company had accounts and notes receivable from franchisees of approximately $425,700 and $356,300, respectively, net of an allowance for doubtful accounts of approximately $467,200 and $367,900, 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, Texas 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 nine months ended September 30, 2008 and the year ended December 31, 2007, rent paid to the Company's president and affiliates for real estate sublet was $49,091 and $67,706 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 he 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.

No stock options were granted in 2007 or in the nine months ended September 30, 2008. At September 30, 2008, there are no stock options outstanding.

NOTE 12 - Other Receivable

On May 5, 2004, Oilmatic Franchising Corp., a wholly owned subsidiary of the Company ("Oilmatic"), was formed for the purpose of selling franchises for the system developed by Oilmatic International, LLC. ("International") Through December 31 2005, the Company advanced $79,258 to Oilmatic in connection with its formation and the acquisition of the exclusive franchise rights for certain locations from International. In November 2005, Oilmatic agreed to terminate its franchise rights and International agreed to pay the Company $65,000 payable in eighteen equal monthly installments of $3,611 commencing January, 2006. As of September 30, 2008, the balance receivable on the agreement was $4,722.

NOTE 13 - Franchises and Market Area Activities

Franchises

During the nine months ended September 30, 2008 and 2007, the Company sold one and five new franchises, respectively. As of September 30, 2008 and 2007, the Company had 45 and 53 active franchised locations, respectively. Throughout each year several franchises are returned to the Company's control either through foreclosures or abandonment.

Market Areas

During the nine months ended September 30, 2008 and 2007, the Company sold no rights to develop new market areas.

NOTE 14 - 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 $15,500 in 2007. The plan allows the Company to make optional non-elective contributions into the plan for full-time employees. For the nine months ended September 30, 2008, Company contributions to the plan (which are expensed when incurred) were $0.

NOTE 15 - 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.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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, competition in the finance industry for franchising companies and 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.

Tilden Associates, Inc. (the "Company") is a Delaware Corporation. Its principal business is to sell automotive franchises and to administer and support full service automotive repair centers carrying its trademarks. The Company's operations are based at 300 Hempstead Turnpike, West Hempstead, New York, 11552.

Revenue decreased to approximately $295,000 in the third quarter of 2008 from approximately $471,000 in the third quarter of 2007, representing a 37% decrease. The decrease in overall revenue was primarily attributed to decreases in sales of company owned locations, initial franchise acquisition fees, and royalty fees of approximately $80,000, $75,000 and $11,000, respectively. The decrease in sales of company owned locations is attributable to the reduction in the number of company owned locations from one during the third quarter of 2007 to none in the third quarter of 2008. The decrease in initial franchise acquisition fees was attributable to a reduction in the number of new franchisees signing franchise agreements from three in the third quarter of 2007 to none in the third quarter of 2008. The decrease in royalty fees is attributable to a net reduction in the number of franchisees remitting royalty fees during the third quarter in 2008 compared to the third quarter of 2007, due to store closings.

Operating costs decreased to approximately $110,000 in the third quarter of 2008 from approximately $184,000 in the third quarter of 2007, representing a 40% decrease. As a percentage of revenue, operating costs were 37% and 39%, respectively for the periods reported. The overall decrease was primarily attributable to decreases in the rent paid for real estate sublet, costs of operation of company owned stores and broker fees of approximately $36,000, $19,000 and $9,000, respectively. The decrease in rent paid for real estate sublease was a result of the Company's sale of one company owned location and the closing of another location in 2008. The decrease in costs of operation of company owned stores was also attributable to the closing of the company owned location in 2007. The decrease in broker fees is attributable to the opening of no new franchises in the third quarter of 2008 compared to three in the third quarter of 2007. The Company pays broker's fees on initial franchise sales and market area sales referred to it, by brokers.

Selling, general and administrative expenses decreased to approximately $132,000 in the third quarter of 2008 from approximately $175,000 in the third quarter of 2007, representing a 25% decrease. The decrease in the composition of selling, general and administrative expenses during the third quarter was predominately attributed to decreases in bad debt expense, salaries and wages and professional fees of approximately $12,000, $12,000 and $8,000, respectively. The decrease in bad debt expense during the third quarter of 2008 was attributable to a decrease in the number of franchises requiring reserve for bad debt during the period, which the Company believes is a result of an increase in collection efforts. The decrease in salaries and wages is attributable to a reduction in the number of employees from five in the third quarter of 2007 to four in the third quarter, 2008. The decrease in professional fees was attributable to the Company's incurring of increased professional fees in connection with the contemplated asset purchase and reorganization which the Company attempted to execute in 2007 as compared with professional fees in 2008.

Revenue decreased to approximately $928,000 through the third quarter of 2008 from approximately $1,224,000 through the third quarter of 2007, representing a 24% decrease. The decrease in overall revenue was primarily attributed to decreases in sales from the operation of company owned stores, initial franchise acquisition fees, royalty fees and sales of equipment purchased for resale of approximately $116,000, $105,000, $40,000 and $27,000, respectively. The decrease in sales from the operation of company owned stores was attributable to the closing of its Texas store in 2007 which left the Company with no sales from operation of company owned stores through the third quarter of 2008. The decrease in initial franchise acquisition fees is attributable to the sale of one new franchise through the third quarter of 2008 compared to five through the third quarter of 2007. The decrease in royalties was attributable to a net reduction the number of franchisees remitting royalties through the third quarter of 2008 compared to through the third quarter 2007, due to store closings. The decrease in sales of equipment purchased for resale was attributable to fewer stores requiring equipment during the first nine months of 2008 as compared to the first nine months of 2007. The increase in sale of company owned location is attributable to the Company's sale of one company owned location through the third quarter of 2008 compared to no sales of company owned locations through the third quarter of 2007.

Operating costs decreased to approximately $382,000 through the third quarter of 2008 from approximately $645,000 through the third quarter of 2007, representing a 41% decrease. As a percentage of revenue, operating costs were 41% and 53%, respectively for the periods reported. The overall decrease was primarily attributable to decreases in the costs of the operation of company owned stores, rent paid for real estate sublet, broker fees and costs of equipment for resale of approximately $135,000, $65,000, $53,000 and $26,000, respectively. These decreases have been offset by an increase in cost of locations purchased for resale of approximately $15,000. The decrease in the costs of the operation of Company-owned stores was a result of the closing of its Texas store in 2007, which left the Company with no cost of operation of company owned stores through the first nine months of 2008. The decrease in rent paid from real estate sublet is a result of the Company's obligation to pay rent on fewer franchises due to store closings, through the third quarter of 2008 compared to the prior comparable period. The decrease in broker fees was attributable to the decrease in market area and new franchise sales, on which the Company often pays broker fees, through the third quarter of 2008 compared to the prior comparable period. The decrease in the costs of equipment for resale relates to fewer stores requiring equipment through the third quarter of 2008 compared to the first nine months of 2007. The increase in costs of locations purchased for resale relates to the cost incurred in connection with its sale of one company owned location through the third quarter of 2008 as compared to no sales of company locations through the first nine months of 2007.

Selling, general and administrative expenses increased to approximately $585,000 through the third quarter of 2008 from approximately $549,000 through the third quarter of 2007, representing a 7% increase. The changes in the composition of selling, general and administrative expenses through the third quarter of 2008 were predominately attributed to increases in bad debt expense, officer's salary and insurance expense of approximately $57,000, $20,000 and $11,000, respectively. These increases were offset by decreases in professional fees, salaries and wages and training expenses of approximately $26,000, $20,000 and $8,000, respectively. The increase in bad debt expense through the third quarter of 2008 was attributable to an increase in the number of franchises requiring reserve for bad debt during the period, which the Company believes is a result of the economic downturn affecting many of its franchised locations. The increase in officer's salary is attributable to a change made during the second quarter of 2008, in the timing of how the Company's chief executive officer receives his compensation. The increase in insurance was attributable to the Company's initiation of a directors and officer's insurance policy during the second quarter of 2008. The decrease in professional fees is attributable the efficiency and effectiveness of the Company's outsourced accounting services. The decrease in salaries and wages was attributable to the Company's reduction in the number of employees from five in 2007 to four effective early in 2008. The decrease in training expenses was primarily attributable to a decrease in prospective new franchisees requiring training through the third quarter of 2008 as compared with training expenses incurred through the third quarter of 2007.

Working capital at September 30, 2008 was approximately $399,000, compared to working capital of approximately $408,000 at December 31, 2007. The ratio of current assets to current liabilities was 1.8:1 at September 30, 2008 and 1.7:1 at December 31, 2007. Cash flow used for operations through the third quarter of 2008 was approximately $4,000 compared to the cash flow provided by operations through the third quarter of 2007 of approximately $36,000.

Accounts receivable - trade, net of allowances, increased to approximately $426,000 at September 30, 2008 from approximately $356,000 at December 31, 2007.

Accounts payable decreased to approximately $247,000 at September 30, 2008 from approximately $338,000 at December 31, 2007.

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 has secured a $250,000 line of credit (see Notes to Consolidated Financial Statements-note-Notes Payable). As of September 30, 2008, the Company has not utilized the line.

Our significant accounting policies are described in Note 1 to the financial statements in Item 1 of the Quarterly Report. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The following policies, we believe, are our most critical accounting policies and are explained below.

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.

ITEM 3. CONTROLS AND PROCEDURES

a) Evaluations of disclosure controls and procedures.

Based on an evaluation of the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days of the filing date of this quarterly report, the Chairman, Chief Executive Officer and Chief Financial Officer, who is the same person, concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company's periodic SEC filings.

b) Changes in internal control.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.

PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits

31.1 Certification of Chief Executive Officer and Acting Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer and Acting Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

None.

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: November 18, 2008 TILDEN ASSOCIATES, INC.

 By: /s/ ROBERT BASKIND
 -------------------------------------
 Robert Baskind
 President and
 Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

Signatures Titles Date
-------------------------- ---------------------------- -----------------

By: /s/ ROBERT BASKIND Chairman of the Board, November 18, 2008
 --------------------- President, Chief Executive
 Robert Baskind Officer (Principal Executive
 and Financial Officer)

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