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 March 31, 2009

Commission file number 0001027484

 DELAWARE 11-3343019
--------------------------------- -------------------
 (State or other jurisdiction (I.R.S. Employer
of 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: May 19, 2009 was 11,385,903 shares of Common Stock - $.0005 par value.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

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

Indicate by check mark whether registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preeceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b.2 of the Exchange Act) Yes [ ] No [X]

Table of Contents for Form 10-Q

 Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 Consolidated Balance Sheets at March 31, 2009 (unaudited)
 and December 31, 2008 (audited) 3

 Consolidated Statements of Operations for the Three Month
 Periods Ended March 31, 2009 and 2008 (unaudited) 4

 Consolidated Statements of Cash Flows for the Three
 Month Periods Ended March 31, 2009 and 2008 (unaudited) 5

 Notes to Consolidated Financial Statemtents 6 - 9


Item 2. Management's Discussion and Analysis or Plan of Operation 10 - 11

Item 3. Controls and Procedures 12

PART II - OTHER INFORMATION

Item 1. Legal Proceedings 12

Item 2. Changes in Securities and Use of Proceeds 12

Item 3. Defaults Upon Senior Securities 12

Item 4. Submission of Matters to a Vote of Security Holders 12

Item 5. Other Information 12

Item 6. Exhibits 12


SIGNATURE 13

CERTIFICATION

 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS

 March 31, December 31,
 2009 2008
 ------------ ------------
 (Unaudited)
 ASSETS

Cash and cash equivalents $ 468,887 $ 504,259
Accounts and notes receivable - net of allowance for
 doubtful accounts of $433,978 and $450,691 at
 March 31, 2009 and December 31, 2008, respectively 354,259 300,624
Inventory 4,300 4,300
Prepaid expenses and other current assets 4,164 4,164
 ------------ ------------
 Total current assets 831,610 813,347

Property and equipment, net of accumulated depreciation
 of $32,419 and $30,555, respectively 27,822 29,686
 ------------ ------------

Intangible assets, net of accumulated amortization
 of $130,699 and $130,333, respectively 322,345 322,711
Security deposits 92,538 80,538
Accounts and notes receivable, net of current portion -- 65,212
 ------------ ------------
 Total other assets 414,883 468,461
 ------------ ------------
 Total assets $ 1,274,315 $ 1,311,494
 ============ ============

 LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued expenses $ 202,520 $ 249,704
Deposits on franchise acquisitions 175,217 148,000
Income taxes payable 34,791 35,932
 ------------ ------------
 Total current liabilities 412,528 433,636

Security deposits 126,611 140,211
 ------------ ------------
 Total liabilities 539,139 573,847
 ------------ ------------
STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
 11,425,903 shares issued and outstanding at March 31,
 2009 and December 31, 2008, respectively 5,713 5,713
Additional paid-in capital 1,640,340 1,639,966
Retained earnings (accumulated deficit) (890,877) (888,032)
 ------------ ------------
 755,176 757,647
Less: treasury stock - 40,000 shares, stated at cost (20,000) (20,000)
 ------------ ------------
 Total stockholders' equity 735,176 737,647
 ------------ ------------
 Total liabilities and stockholders' equity $ 1,274,315 $ 1,311,494
 ============ ============

See notes to consolidated financial statements.

 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 Three Months Ended
 March 31,
 ----------------------------
 2009 2008
 ------------ ------------
Revenues
 Initial franchise acquisition fees $ -- $ 25,000
 Royalty fees 149,668 143,557
 Sale of Company owned location -- 65,000
 Rental income from realty rental 132,423 134,444
 Miscellaneous income 13,539 8,602
 ------------ ------------
 Total Revenue 295,630 376,603
 ------------ ------------
Cost of Operations
 Costs of Company owned location sold -- 14,725
 Franchise development fees 7,186 6,940
 Rent paid for real estate sublet 112,119 131,666
 ------------ ------------
 Total Operating Costs 119,305 153,331
 ------------ ------------

Gross Profit 176,325 223,272
Selling, general and administrative expenses 184,152 254,889
 ------------ ------------

 (Loss) from operations before other income
 and expenses and provision for income taxes (7,827) (31,617)

Other Income
 Interest income 4,982 13,223
 ------------ ------------
 Total other income 4,982 13,223
 ------------ ------------

(Loss) before provision for income taxes (2,845) (18,394)
Provision for income taxes
 Current -- --
 Deferred -- --
 ------------ ------------
 Net (Loss) $ (2,845) $ (18,394)
 ============ ============
Per Share Data
 Basic earnings per share $ (0.00) $ (0.00)
 ============ ============
 Diluted earnings per share $ (0.00) $ (0.00)
 ============ ============
Weighted Average Shares Outstanding 11,385,903 11,385,903
 ============ ============

See notes to consolidated financial statements.

 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Three Months Ended
 March 31,
 ----------------------------
 2009 2008
 ------------ ------------
Operating Activities
 Net (loss) $ (2,845) $ (18,394)
 Adjustmens to reconcile net loss to net cash provided by
 (used for) operating activities:
 Depreciation and amortization 2,230 2,321
 Provision for bad debt 35,586 94,476
 Sale of equipment financed by note receivable -- 14,725
 Stock options expense 374 --
 Changes in operating assets and liabilities
 Accounts and notes receivable (24,009) (131,525)
 Prepaid expenses -- (18,749)
 Security deposits receivable (12,000) (12,000)
 Accounts payable and accrued expenses (47,184) (85,955)
 Deposits on franchise acquisitions 27,217 (10,000)
 Income taxes payable (1,141) (1,551)
 Security deposits payable (13,600) --
 Escrow receivable -- 175,000
 ------------ ------------
Net cash provided by (used for) operating activities (35,372) 8,348
 ------------ ------------
Investing Activities
 Renewal of trademark -- (1,350)
 ------------ ------------
Net cash (used for) investing activities -- (1,350)
 ------------ ------------

Net increase (decrease) in cash (35,372) 6,998
Cash and cash equivalents at beginning of the period 504,259 526,293
 ------------ ------------

 Cash and cash equivalents at end of the period $ 468,887 $ 533,291
 ============ ============
Supplemental Cash Flow Information:
 Interest paid $ -- $ --
 Income Taxes Paid $ 1,141 $ --

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 March 31, 2009 and for the three months ended March 31, 2009 and 2008 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 March 31, 2009 and the results of operations and cash flows for the periods ended March 31, 2009 and 2008. 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 three months ended March 31, 2009 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2009. The balance sheet at December 31, 2008 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, 2008 as included in our report on Form 10-K.

NOTE 3 - Accounts and Notes Receivable

Accounts and notes receivable consisted of the following:

 March 31, December 31,
 2009 2008
 ------------ ------------
Trade receivables from franchisees $ 701,237 $ 731,527
Installment loan due January 1, 2010 with an interest rate
 of 10%. 87,000 85,000
 ------------ ------------
 788,237 816,527
Less allowance for doubtful accounts (433,978) (450,691)
 ------------ ------------
 354,259 365,836
Less current portion (354,259) (300,624)
 ------------ ------------
Non-current accounts and notes receivable $ -- $ 65,212
 ============ ============

NOTE 4 - Property and Equipment

Property and equipment consisted of the following:

 March 31, December 31,
 2009 2008
 ------------ ------------
Machinery and shop equipment $ 42,925 $ 42,925
Signage 5,623 5,623
Furniture 11,693 11,693
 ------------ ------------
 60,241 60,241
Less accumulated depreciation (32,419) (30,555)
 ------------ ------------
Property and equipment, net
 of accumulated depreciation $ 27,822 $ 29,686
 ============ ============

Depreciation expense for the three months ended March 31, 2009 and 2008 was $1,864 and $1,579, respectively.

NOTE 5 - Intangible Assets

Intangible assets consisted of the following:

 March 31, December 31,
 2009 2008
 ------------ ------------
Trademarks $ 44,099 $ 44,099
Franchise and market area rights 408,945 408,945
 ------------ ------------
 453,044 453,044
Less accumulated amortization (130,699) (130,333)
 ------------ ------------
Intangible Assets, net
 of accumulated amortization $ 322,345 $ 322,711
 ============ ============

The Company incurred trademark costs of $0 and $1,350 during the three months ended March 31, 2009 and the year ended December 31, 2008, respectively. 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 three months ended March 31, 2009 and the year ended December 31, 2008. The amortization expense was $366 and $1,706, respectively.

NOTE 6 - 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 March 31, 2009, 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:

 March 31,
 ----------------------------
 2009 2008
 ------------ ------------
Federal income tax (benefit) at 35%
statutory income tax rate $ (996) $ (6,438)

Nondeductible increase(nontaxable decrease)
in allowance for doubtful accounts (5,850) 22,939

Change in valuation allowance 6,846 (29,943)
 ------------ ------------
Provision for income taxes $ -- $ --
 ============ ============

Net operating loss carryovers at December 31, 2008 were approximately $303,000 and will expire in 2028. The Company does not anticipate fully utilizing these carryovers in 2009.

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 year ended December 31, 2008 are as follows:

2009 $ 226,835
2010 248,381
2011 233,921
2012 200,851
2013 and thereafter 861,046
 ------------
 $ 1,771,034
 ============

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 three months ended March 31, 2009 and 2008 was $4,708 and $4,483, respectively.

The future minimum annual rental payments are as follows:

2009 16,144
2010 22,875
2011 23,325
2012 24,675
2013 18,675
 ------------
 $ 105,694
 ============

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 $163,000 during 2008. 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.

NOTE 9 - Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk include cash and accounts and notes receivable. At March 31, 2009 one account exceeded federally insured limits by approximately $104,000 and at December 31, 2008 one account exceeded the federally insured limits by approximately $119,000. Also, at March 31, 2009 and December 31, 2008, the Company had accounts and notes receivable from franchisees of approximately $354,000 and $366,000, respectively, net of an allowance for doubtful accounts of approximately $434,000 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 three months ended March 31, 2009 and the year ended December 31, 2008, rent paid to the Company's president and affiliates for real estate sublet was $8,103 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 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 remaining 6,067,000 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 options 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 three months ended March 31, 2009, the Company recorded compensation expense of $374 on the options. At March 31, 2009 total unrecognized compensation costs relating to stock options was $7,101.

NOTE 12 - Franchises and Market Area Activities

Franchises

During the three months ended March 31, 2009 and 2008, the Company sold none and one new franchises, respectively. As of March 31, 2009 and 2008, the Company had 46 and 46 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 three months ended March 31, 2009 and 2008, the Company sold no rights to develop new market areas.

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 $15,500 in 2008. The plan allows the Company to make optional non-elective contributions into the plan for full-time employees. For the three months ended March 31, 2009 and 2008, Company contributions to the plan (which are expensed when incurred) were $0.

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.

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 $296,000 in the first quarter of 2009 from approximately $377,000 in the first quarter of 2008, representing a 21% decrease. The decrease in overall revenue was primarily attributed to decreases in sales of company owned locations and initial franchise acquisition fees of approximately $65,000 and $25,000, respectively. The decrease in sales of company owned locations was attributable to no sales of company owned locations during the first quarter of 2009 as compared to one in the first quarter of 2008. The decrease in initial franchise acquisition fees is attributable to the sale of no new franchise in the first quarter 2009 compared to one in the first quarter of 2008. The Company's inability to sell franchises and market areas has been due primarily to the difficulty experienced by its prospective new franchisees in obtaining credit as a result of the tightening of the credit markets. Beginning in 2008, the Company has reduced its overhead and is focusing on supporting its existing franchisees to counter-act the decrease in new franchise sales.

Operating costs decreased to approximately $119,000 in the first quarter of 2009 from approximately $153,000 in the first quarter of 2008, representing a 22% decrease. As a percentage of revenue, operating costs were 40% and 41%, respectively for the periods reported. The overall decrease was primarily attributable to decreases in rent paid for real estate sublet and the costs of locations purchased for resale of approximately $20,000 and $15,000, respectively. These decreases were not offset by any substantial increases which would require disclosure. The decrease in rent paid for real estate sublet is a result of the Company's obligation to pay rent on fewer locations during the first quarter of 2009 as a result of a store closing in 2008 which left the Company with less obligation for rent on its subleased locations. The decrease in the costs of locations purchased for resale relates to no new locations purchased for resale during the first quarter of 2009 as compared to one during the first quarter of 2008.

Selling, general and administrative expenses decreased to approximately $184,000 in the first quarter of 2009 from approximately $255,000 in the first quarter of 2008, representing a 28% decrease. The changes in the composition of selling, general and administrative expenses during the first quarter were predominately attributed to a decrease in bad debt expense and professional fees of approximately $59,000 and $10,000, respectively. These decreases were partially offset by increases in office expense and trade show expense of $2,000 and $2,000 respectively. The decrease in bad debt expense during the first quarter of 2009 was attributable to a decrease in the number of franchises requiring reserve and write-off during the period. The decrease in professional fees was attributable to a reduction in legal fees incurred during the first quarter of 2009 as compared with the first quarter of 2008.

Working capital at March 31, 2009 was approximately $419,000, compared to working capital of approximately $380,000 at December 31, 2008. The ratio of current assets to current liabilities was 2.0:1 at March 31, 2009 and 1.9:1 at December 31, 2008. Cash used for operating activities in the first quarter of 2009 was approximately $35,000 compared to cash provided by operating activities in the first quarter of 2008 of approximately $8,000.

Cash and accounts and notes receivable decreased to approximately $823,000 at March 31, 2009 from approximately $870,000 at December 31, 2008, while accounts payable and accrued expenses decreased to approximately $203,000 at March 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 $419,000 in working capital. The Company believes that its working capital and cash generated by operations will be sufficient to implement its business plan.

The Company has secured a $250,000 line of credit. As of March 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 basis.

Our significant accounting policies are described in Note 1 to the financial statements contained in our annual report on Form 10-K. 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 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

(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: May 19, 2009 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, President May 19, 2009
 ----------------------- Chief Executive Officer (Principal
 Robert Baskind Executive and Financial Officer)

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