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EX-32.1 - CERTIFICATION - CURATIVE BIOSCIENCES, INC.time_10k-ex3201.htm
EX-32.2 - CERTIFICATION - CURATIVE BIOSCIENCES, INC.time_10k-ex3202.htm
EX-31.1 - CERTIFICATION - CURATIVE BIOSCIENCES, INC.time_10k-ex3101.htm
EX-31.2 - CERTIFICATION - CURATIVE BIOSCIENCES, INC.time_10k-ex3102.htm



U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
(MARK ONE)
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2010

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission File Number 333-59114

TIME ASSOCIATES, INC.
(Name of small business issuer in its charter)

NEVADA
33-0730042
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

4440 PGA Blvd. Suite 600 Palm Beach, FL
33410
(Address of principal executive offices)
(Zip Code)

Issuer's telephone number (including area code): (888) 720-2112

Securities registered under Section 12(b) of the Exchange Act:

None

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

None
(Title of Class)

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 15(d) of the Act. Yes o No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated file o
Accelerated filer  o
Non-accelerated filer o
Smaller reporting company  x
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x|

The registrant's revenues for its most recent fiscal year were $646,932.

The aggregate market value of the voting common equity held by non-affiliates of the registrant computed by reference to the closing sale price of the common stock at $4.90 (post-split) ($0.07 pre-split) per share as of August 17, 2010 was $784,377.

The number of shares outstanding of the registrant's only class of common stock, $0.001 par value per share, was 348,649 as of September 15, 2010. The registrant has no outstanding non-voting common equity.

DOCUMENTS INCORPORATED BY REFERENCE

None




 
 

 



TABLE OF CONTENTS


 
 PART I
   
Item 1.
Description of Business
1
     
Item 1A.
Risk Factors
  3
     
Item 1B.
Unresolved Staff Comments
3
     
Item 2.
Description of Property
3
     
Item 3.
Legal Proceedings
7
     
Item 4.
Submission of Matters to a Vote of Security Holders
7
     
     
PART II
   
Item 5.
Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
4
     
Item 6.
Selected Financial Data
5
     
Item 7.
Management's Discussion and Analysis or Plan of Operation
6
     
Item 7A.
Quantitative And Qualitative Disclosures About Market Risk
7
     
     
Item 8.
Financial Statements
8
     
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9
     
Item 9A.
Controls and Procedures
9
     
Item 9B.
Other Information
9
     
     
PART III
   
Item 10.
Directors, Executive Officers, Promoters, Control Persons And Corporate Governance
10
     
Item 11.
Executive Compensation
12
     
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13
     
Item 13.
Certain Relationships and Related Transactions, and Director Independence
13
     
     
Item 14.
Principal Accountant Fees and Services
13
     
     
Item 15.
Exhibits
14



 
i

 


PART I
 
ITEM 1. DESCRIPTION OF BUSINESS.

General

We, Time Associates, Inc. ("we", "Time Associates" or the "Company"), are engaged through our two divisions in the telemarketing for the insurance agencies and direct mailing for mortgage companies.

Time Associate's direct mail marketing division is a full service direct mail marketing service which prints and mails mortgage solicitations to potential home borrowers on behalf of mortgage companies to generate mortgage leads to help them increase their mortgage business.

Time Associate's telemarketing division is a full service telemarketing service which schedules appointments for generating expiration dates and appointments for insurance agencies to bid on commercial policies for insurance producers to build their business.

Our principal executive offices were located at 1580 N. Batavia Street, Suite #2, Orange, California 92867 until July, 2010.  Our current address is 4440 PGA Blvd. suite 600Palm Beach, FL 33410, and our phone number is (888) 720 2112.

Organization

Our Company was organized under the laws of the state of California on November 5, 1996 as Renet Services, Inc. The name was changed to Time Lending, California, Inc. on August 4, 1998 and we reincorporated in the state of Nevada in December, 2000 by merging with Time Lending, California, Inc., a Nevada corporation. Time Lending, California, Inc. was formerly the wholly-owned subsidiary of Time Financial Services, Inc., a Nevada public company. A share exchange agreement was signed between Time Financial Services, Inc. and Interruption Television, Inc., a company which has a high growth potential as a supplier of television content to the television markets of Asia, pursuant to which the share exchange transaction was completed on July 20, 2000. As a part of that transaction, Time Lending California, Inc. was sold to the management (Messrs. Pope and La Puma) and all Time Financial Services, Inc. shares held by Time Lending, California, Inc. were cancelled. Time Lending was the wholly owned subsidiary of Time Financial. Time Lending was the operating company with all income and operations occurring within Time Lending for Time Financial. On March 16, 2009 the Company name was changed to Time Associates, Inc. The trading symbol was changed to "TIAS."

Mr. Pope was President and a Director and Mr. La Puma was the CFO and a Director of Time Financial up to July 20, 2000 when they resigned.

SUBSIDIARIES OF TIME ASSSOCIATES

Time Associates owns 50% of three subsidiaries. The remaining shares are owned equally by Mike Pope and Philip La Puma.

Time Management Inc. is our 50% owned subsidiary; incorporated on July 27, 2000 and located in Orange, California. Time Management is a real estate management company with Mike Pope as a broker. It currently manages no properties.

Tenth Street Inc. was incorporated in Nevada March 23, 1997 by Michael Pope and was inactive until it was acquired by Time Lending and activated as a subsidiary on December 20, 2000. The shares of common stock of Tenth Street, Inc. were issued to us in consideration for payment of incorporation expenses. Time Associates owns 50% of Tenth Street. Tenth Street is set up as the list management company. Tenth Street plans to grow its data sales brokering business as the Tenth Street has a minor role in the resale of data purchased from address list companies. When there is revenue and expenses, it is included in the direct mail segment and represents less than 1% of the total.
 
 

 
 

 

 
 

Time Marketing Associates Inc. was incorporated in Nevada on July 27, 2000. It is a 50% owned subsidiary of Time Lending. Its business is addressing via computer printers, a mailing piece for mortgage lenders and brokers. Time Marketing operates under the DBA of Signature Marketing. Through Signature Marketing, we prepare and mail direct mail pieces for mortgage companies to borrowers. The Time Marketing subsidiary offers direct mail product alternatives to the primary two part snap out mailer of Time Lending under the its dba Signature Marketing. Additionally, Time Marketing does the telemarketing for insurance Agencies. This company provides marketing data and appointments for insurance Clients.

Business Overview

Time Associates is a marketing company, which offers different products and services for each business.

Time Associates' direct marketing (d.b.a.: Signature Marketing) is a full service direct mail, and telemarketing service which prints and mails mortgage solicitations to potential home borrowers on behalf of mortgage companies to generate mortgage leads to help them increase their mortgage business and telemarkets for commercial insurance agencies.

We do not have any agreements with mortgage companies to provide them with direct mail marketing. Typically, a mortgage service company would order a mailing and pay for it upon the order. The direct mail segment generates revenues on a per mailing or per job basis. Each mailing is paid in advance and includes printing of the mailing piece, imprinting an address and taking the batch to the post office for mailing. All mailings are made out of the Orange, California post office and may be sent to any state. Additional revenues are generated through the sale of address list obtained from national list companies. The direct mail division consults with mortgage companies to determine how much mail they need to send and what loan programs to offer, as well as what geographical and demographic areas will provide the best results.

Time Associates' experienced management strives to maintain a low overhead which allows it to be very cost competitive and always in the market. Time Associates is able to keep fixed expenses and administrative expenses low, because of shared use facilities including rent, equipment leases and use of part time production employees available as needed.

REGULATION

We will be subject to regulation by numerous federal and state governmental authorities. In California we are regulated by the California Department of Real Estate (DRE) and have been issued a corporate brokers license with Michael Pope as the broker-officer. The only approval required in the State of California to become a mortgage broker is the issuance of a real estate brokers license. The DRE controls all mortgage advertising in California. Each state has their own rule of mortgage advertising. The Federal Housing and Urban Development Agency (H.U.D.) controls all required disclosure for mortgage advertising. While still licensed, the Company no longer brokers loans.

There is no government approval required for the direct mail business. The list companies who provide addresses to us must conform to consumer disclosure regulations and provide the ability for consumers to be dropped from mailing lists. The list companies also will review mailing pieces before selling addresses when credit information is sold to make sure that if a credit disclosure is required that it is present.




 
2

 



COMPETITION

The competition in each segment is as always strong, yet, we are able to remain competitive in price and service. Management with its combined fifty years of real estate and mortgage experience is able to respond quickly to market shifts and provide excellent service in all areas. There is no dependence on a single customer or product/service line. The Company is dependent on the mortgage and real estate markets, which are now in significant decline from the last two years. Mortgage interest rates are around 5% and should remain to year end. We believe that year 2011 will be a down mortgage refinance year. Our opinion is based upon the Mortgage Banking Association publishes statistics and forecasts of mortgage originations on a national basis on their web site www.mbaa.org. The MBA charts show originations declining for the remainder of the year and through 2010. In our opinion, in this type of market, the major problem is competition for a smaller market. Many brokers have gone out of business with the drop in real estate values and the lack of sub prime lenders.

The mortgage brokerage industry is a large fragmented industry with thousands of mortgage brokers nationally. This is similar to the real estate market where no one broker has an advantage over another in any given regional market. That is why advertising is important in generating sales and why direct mail is effective in generating loan business. Because of losses, most brokers have limited fund with which to advertise.

The direct mail business of Time Associates concentrates on providing mailings for small to medium sized mortgage broker of which there are many thousands across the country. There are many direct mailers that can service this market, but we are one of a few that consistently advertise in the mortgage trade magazines that cater to this market nationally. Our client base reaches to most states in the country and will grow through continued advertising that we currently do. We also maintain competitive prices and good service, but the market has shrunk and the direct mail business will be down for this next year.


Item 1A.   Risk Factors

Not required for small business companies.

Item 1B.   Unresolved Staff Comments.

None.

ITEM 2. DESCRIPTION OF PROPERTIES.

Our facility in Orange, California is 2300 square feet of office and production Space which includes the workplace for the computers and printers used for addressing and mailing the direct mail pieces. We maintain our executive and administrative offices in the Orange, California facility. We moved to this facility in December 2005. It provides increased space at a lower rent. Our lease payments in fiscal 2010 were $25,200. Our lease payments in fiscal 2009 were $28,814. The facility in Orange, California is leased though January 2011.

We believe that our existing facilities are adequate to meet our current needs and that suitable additional or alternative space will be available after January 2011. We have no assurance that future terms would be as favorable as our current terms.

The Company has not invested in any real property at this time nor does the Company intend to do so. The Company has no formal policy with respect to investments in real estate or investments with persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings.

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

None

 
3

 




PART II
 
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
 
PUBLIC MARKET

Our common stock trades on NASD's over-the-counter market, the Bulletin Board under the symbol "TIAS". Our common stock has been trading sporadically since August, 2004. As of September 15, 2010 there were 85 holders of our common stock. The closing price of our common stock as of September 15, 2010 was $0.10 per share. As of May 20, 2005, we effected a 4-for-1 forward stock split of our common stock. All shares and per share amounts in the accompanying financial statements of the Company have been retroactively adjusted to give the effects of the forward stock split.

DIVIDENDS

The Company does not expect to pay any dividends at this time. The payment of dividends, if any, will be contingent upon the Company's revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of the Company's Board of Directors and may be subject to restrictions under the terms of any debt or other financing arrangements that the Company may enter into in the future. The Company presently intends to retain all earnings, if any, for use in the Company's business operations and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

None

 
4

 




ITEM 6: SELECTED FINANCIAL DATA
 
BALANCE SHEET
 
 

         
Fiscal Year Ended
       
   
June 30, 2008
   
June 30, 2009
   
June 30, 2010
 
                   
Total Assets
  $ 304,796     $ 205,229     $ 102,741  
                         
Total Liabilities
    315,007       224,087       187,255  
                         
Stockholders Equity (Deficit)
    (10,555 )*     (20,234 )     (84,514 )

*Restated for Minority Interest

RESULTS OF OPERATIONS
Year ended June 30,2008 is restated. See financials.

         
Fiscal Year Ended
       
   
June 30, 2008
   
June 30, 2009
   
June 30, 2010
 
                   
Total Revenues
  $ 356,197     $ 646,932     $ 485,011  
                         
Total Expenses
  $ 467,194     $ 656,611     $ 545,279  
                         
Net Income(Loss)
  $ (88,635 )   $ (9,679 )   $ (64,280 )
                         
                         
Weighted Average Stock Outstanding
    23,936,915       24,398,040       24,398,040  
                         
Earnings (Loss)per Share before Tax
  $ ( *)   $ ( *)   $ ( *)
*Less than $.01





 
5

 




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act)". We intend that those forward-looking statements be subject to the safe harbors created by those sections. These forward-looking statements generally include the plans and objectives of management for future operations, including plans and objectives relating to our future economic performance, and can generally be identified by the use of the words "believe," "intend," "plan," "expect," "forecast," "project," "may," "should," "could," "seek," "pro forma," "goal," "estimates," "continues," "anticipate" and similar words. The forward-looking statements and associated risks may include, relate to, or be qualified by other important factors, including, without limitation:

·  
our ability to achieve and maintain profitability and obtain additional working capital, if required;
·  
our ability to successfully implement our business plans;
·  
our ability to attract and retain strategic partners and alliances;
·  
our ability to hire and retain qualified personnel;
·  
the risks of uncertainty of real estate and mortgage markets;
·  
risks associated with existing and future governmental regulation to which we are subject; and
·  
uncertainties relating to economic conditions in the markets in which we currently operate and in which we intend to operate in the future.

These forward-looking statements necessarily depend upon assumptions and estimates that may prove to be incorrect. Although we believe that the assumptions and estimates reflected in the forward-looking statements are reasonable, we cannot guarantee that we will achieve our plans, intentions or expectations. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ in significant ways from any future results expressed or implied by the forward-looking statements. We do not undertake to update, revise or correct any forward-looking statements.

Results of Operations
 
Company Overview

Time Associates' Signature Marketing Division does direct mail for mortgage companies. This business has slowed significantly from prior years because of the melt down of financial markets. Signature has turned to a new market, telemarketing for commercial insurance agencies. This insurance marketing was initiated January 2008 and the results below reflect a startup of 18 months. The Signature Marketing web site is www.signaturemktg.net.


Time Associates' Fiscal Year Ended June 30, 2010 compared to Fiscal Year Ended June 30, 2009 - Audited.

Income. Total income decreased from $646,932 for the fiscal year ended June 30, 2009 to $485,011 for the fiscal year ended June 30, 2010 a decrease of $161,921 or (25%). This decrease was due to the growth in revenue in our Insurance telemarketing segment and a large decrease in direct mail sales.

 
6

 


Expenses. Expenses decreased from $646,932 for the fiscal year ended June 30, 2009 to$545,279 for the fiscal year ended June 30, 2010 down ($101,653) representing a (15.7%) decrease. This decrease in expenses was due to decreased operating expenses due to decreased direct mail production and decreased postage expenses.

Net profit (loss) before tax. The net (loss) for the fiscal year ended June 30, 2010 was($60,268) a decrease of ($51,795) from the ($9,679) net loss for the fiscal year ended June 30, 2009. The reason for the increase was due to decreased revenue in the direct mail business.

Marketing Segment. The marketing segment is the preparation and mailing of direct mail advertising for the mortgage industry and tele-marketing for commercial insurance agencies.

Direct Mail Marketing Income decreased $129,783 from $351,000 to $221,217. Income for the telemarketing decreased ($58,930) from $331,839 to $272,909 for the fiscal year ended June 30, 2010.

Expenses for the marketing segment. Expenses decreased $101,653 to $545,279 for the fiscal year ended June 30, 2010 compared to $646,932 for the fiscal year ended June 30, 2009.

This decrease was due to lower Insurance Tele-Marketing and decreased postage costs.

Profit (Loss) for the marketing segment. Profit (Loss) contribution from the marketing segment was ($3.607)for the fiscal year ended June 30, 2009 compared to the ($52,822) for the fiscal year ended June 30, 2010.

Lending segment. This segment is the origination and brokering of real estate Loans and other real estate activities. This requires a real estate brokers license in California. Time Lending is so licensed with Michael F. Pope as the broker officer. There was no income for this segment for the fiscal year ended June 30, 2009 or 2010. This was due to dropping this segment in 2008 due to the mortgage market decline.


LIQUIDITY AND CAPITAL RESOURCES

We had cash of $87,646 at June 30, 2010. We have funded our expenses from operations.

All of our capital requirements will have to come from operations. There are no significant capital expenditure required for the next 12 months.

We do not have any identified capital resources. Moreover, we do not have any arrangements with investment banking firms or institutional lenders.


ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.




 
7

 




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
TIME ASSOCIATES, INC.
 
CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE YEARS ENDED
JUNE 30, 2010 AND 2009


 
 
 
 
 
 
 
 

 
 
8

 


RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Time Associates, Inc.
Orange, California

I have audited the accompanying consolidated balance sheets of Time Associates, Inc. as of June 30, 2010 and 2009, 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 audit.

I conducted my audit 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 audit provides a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Time Associates, Inc. as of June 30, 2010 and 2009, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements the Company has suffered recurring losses from operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado
 
/s/ Ronald R. Chadwick, P.C.
September 20, 2010
 
RONALD R. CHADWICK, P.C.

 
 
 
 
 
 
 
 

 
 
F-1

 



TIME ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
AUDITED
 
 

 
 
June 30,
   
June 30,
 
 
 
2010
   
2009
 
ASSETS
           
CURRENT ASSETS
           
Cash and Cash equivalents
  $ 87,646     $ 170,300  
Accounts Receivable
    7,939       21,184  
Total current assets
    95,585       191,484  
Fixed assets,
               
Net Fixed Assets
    7,156       13,745  
Net of accumulated depreciations
               
Total Fixed Assets
    7,156       13,745  
TOTAL ASSETS
  $ 102,741     $ 205,229  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES
               
Accounts payable
  $ -     $ 24,587  
Accounts payable – related parties
    106,755       129,469  
Accounts payable – credit line
    16,681       19,120  
Note Payable – Employee
    62,559       50,000  
Accrued expenses
    1,260       911  
Total Current Liabilities
    187,255       224,087  
TOTAL LIABILITIES
    187,255       224,087  
MINORITY INTEREST
    0       1,376  
STOCKHOLDERS' EQUITY
               
                 
Preferred stock, $.001 par value; 200,000 shares  Authorized, none issued and outstanding
               
Common stock, authorized, 200,000,000 shares,   $.001 par value, and 24,398,040 issued and outstanding,
    24,398       24,398  
                 
Additional Paid-in Capital
    195,957       195,957  
Retained earnings (deficit)
    (304,869 )     (240,589 )
Total stockholders' equity
    (84,514 )     (20,234 )
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 102,741     $ 205,229  

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




 
F-2

 

 

 
 
TIME ASSOCIATES, INC.
Consolidated Statements of Operations
For the Years Ended June 30,

   
2010
   
2009
 
             
REVENUE:
           
             
Marketing income
  $ 494,126     $ 683,629  
Refunds and Discounts
    (9,115 )     (36,697 )
                 
TOTAL REVENUE
    485,011       646,932  
                 
COSTS AND EXPENSES:
               
                 
Operating costs & marketing expenses
    467,458       579,597  
General and administrative
    79,197       76,840  
Minority Income
    (1,376 )     (1,032 )
                 
TOTAL OPERATING EXPENSES
    545,279       646,932  
                 
(LOSS) FROM OPERATIONS
    (60,268 )     (8,473 )
                 
OTHER INCOME:
               
Interest Income
    394       2,936  
Interest Expense
    (4,406 )     (4,142 )
                 
TOTAL OTHER INCOME (EXPENSE)
    (4,012 )     (1,206 )
                 
NET INCOME (LOSS)
  $ (64,280 )   $ (9,679 )
                 
BASIC PROFIT (LOSS) PER SHARE
  $ ( *)   $ ( *)
                 
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING
    24,398,040       24,398,040  

*Less than $.01

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



 
F-3

 

 

TIME ASSOCIATES, INC.
Consolidated Statements of Cash Flows
For the Years Ended June 30,

   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income (loss)
  $ (64,280 )   $ (9,679 )
Adjustments to reconcile net loss to net cash used in operating activities
               
Depreciation and amortization
    6,589       7,648  
Changes in assets and liabilities:
               
(Increase) in Accounts receivable
    13,245       (11,023 )
(Decrease) in Accounts payable
    (46,953 )     (111,271 )
Minority Interest
    (1,376 )     1,032  
                 
Net cash provided (used) by operating activities
    ( 92,775 )     (123,293 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
                 
Net cash (provided) used by investing activities
    -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Capital lease obligation
    -       2,335 )
Notes Payable - borrowings
    12,559       25,000  
Notes Payable - payments
    (2,438 )     (2,314 )
                 
Net cash provided by financing activities
    10,121       20,351  
 
               
                 
Net Increase in Cash and Cash Equivalent
    (82,654 )     (102,942 )
                 
Cash and Cash Equivalents at Beginning of Year
    170,300       273,242  
                 
 
  $ 87,646     $ 170,300  
                 
SUPPLEMENTAL DISCLOSURE
               
Cash paid during the year for:                
Interest
  $ 1,983     $ 1,845  
Income Taxes
  $ -     $ --  



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

 
F-4

 


TIME ASSOCIATES, INC.
Consolidated Statements of Stockholders' Equity (Deficit)


               
Additional
   
Retained
   
Total
 
   
Common Stock
   
Paid-in
   
Earnings
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
(Deficit)
   
Equity
 
                               
Balance June 30, 2008
    24,398,040     $ 24,398     $ 195,957     $ (230,910 )   $ (10,555 )
                                         
Net Loss for Year
    --       --        --       (9,679 )     (9,679 )
                                         
Balance June 30, 2009
    24,398,040     $ 24,398     $ 195,957     $ (240,589 )   $ (20,234 )
                                         
Net Loss for the Year.
    --       --       --       (64,280 )     (64,280 )
Balance June 30, 2010
    24,398,040     $ 24,398     $ 195,957     $ (304,869 )   $ (84,514 )

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





 
F-5

 


TIME ASSOCIATES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 and 2009

NOTE 1 - ORGANIZATION AND PRESENTATION:

Time Associates, Inc. (the "Company")was originally incorporated in November 1996 in California under the name Time Lending, California, Inc. In December 2000 the Company was re-domiciled through a merger as a Nevada corporation. In March 2009 the Company changed its name from Time Lending, California, Inc. to Time Associates, Inc. The Company is in the business of providing direct marketing and mortgage lending services.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Time Associates, Inc. and its subsidiaries. The subsidiaries, Time Management, Inc., Time Marketing Associates, Inc., and Tenth Street, Inc. are owned 50% by Time Associates, Inc. and 50% by officers and shareholders of Time Associates, Inc. The subsidiaries have been consolidated at 50% ownership due to the level of control held by the parent through common officers and shareholders. All inter-company accounts and transactions have been eliminated in consolidation.

MINORITY INTEREST

The Company's subsidiaries have 50% shareholders, accounted for by the Company as minority interests. Should any allocation of proportionate net losses to the minority interests result in a negative capital balance to the minority interests, subsequent losses and gains are charged 100% to the Company until such time as the minority interests' capital accounts reach a positive balance.

REVENUE RECOGNITION

Marketing Income is from direct mail marketing projects and is recorded when the project is completed and shipped. Prices are agreed between the Company and its customer at the time of the order. Shipment is usually within 3-5 days from ordering. Telemarketing fees are recognized when received.

Loan Fees are primarily mortgage origination fees for loans processed by the Company for its clients and various mortgage lenders. Revenue is recorded at the time of mortgage closing.

Real Estate Sales of income is fees for Company receiving fees as a Real Estate Agent and are recorded at the time the sale is closed.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.

ACCOUNTS RECEIVABLE

The Company reviews accounts receivable periodically for collect-ability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At June 30, 2010 and 2009 the Company had no balance in its allowance for doubtful accounts.


 
F-6

 

 
 


TIME ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 and 2009

NOTE 1 - ORGANIZATION AND PRESENTATION (CONT):

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. The cost of ordinary maintenance and repairs is charged to operations while renewals and replacements are capitalized. Depreciation is computed on the straight-line method over the following estimated useful lives:

Equipment - Printer & Bursters
5 years

Depreciation expense for 2010 and 2009 was $6,589 and $7,648.

USE OF ESTIMATES

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

PRODUCTS AND SERVICES, GEOGRAPHIC AREAS AND MAJOR CUSTOMERS

The Company earns revenue primarily from the sale of direct marketing services, but does not separate sales of different marketing services into operating segments. All sales each year were domestic and to external customers.

NET EARNING (LOSS) PER SHARE

Basic loss per share information is on the basis of the weighted average number of common shares outstanding. For all periods, all of the Company's common stock equivalents were excluded from the calculation of dilutive loss per common share because they were none dilutive, due to the Company's net losses.

STOCK BASED COMPENSATION

The Company has adopted for footnote disclosure purposes SFAS No. 123(R), which requires That companies disclose the cost of stock-based employee compensation at the grant date based on the value of the award (the fair market value method) and disclose this cost over the service period. The value of the stock-based award is determined using a pricing model whereby compensation cost is the excess of the fair value of the award as determined by the model at grant date or other measurement date over the amount an employee must pay to acquire the stock. Awards through June 30, 2010 have been fair value.

ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS

Long-lived assets and identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. Management periodically evaluates the carrying value and the economic useful life of its long-lived assets based on the Company's operating performance and the expected future undiscounted cash flows and will adjust the carrying amount of assets which may not be recoverable.


 
F-7

 



TIME ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 and 2009

NOTE 1 - ORGANIZATION AND PRESENTATION (CONT):

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of the Company's financial instruments, as reported in the Accompanying balance sheets, approximates fair value.


NOTE 2 - PROPERTY AND EQUIPMENT:

Property and equipment consisted of the following at June 30, 2010:
 
Equipment - Printers and Bursters
  $ 41,776  
Less:  Accumulated depreciation
    (34,620 )
 
  $ 7,156  

Property and equipment consisted of the following at June 30, 2009:
 
Equipment - Printers and Bursters
  $ 41,776  
 Less:  Accumulated depreciation
    (28,031 )
 
  $ 13,745  

NOTE 3 - FEDERAL INCOME TAXES

The Company accounts for income taxes under ASC 740, which requires a change  from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between financial statements carrying amounts and the tax basis of existing assets and liability.

At June 30, 2010 and 2009 the Company had net operating loss carry-forwards of approximately $305,000 and $240,000 which begin to expire in 2021. The deferred tax asset of 60,000 and $48,000 created by the net operating losses has been offset by a 100% valuation allowance. The change in the valuation allowance in 2010 and 2009 was $12,000 and $2,000.


NOTE 4 - LEASES

The Company leases office space under an operating lease which expires in January  2011 with payments of $2,100 per month. The Company also carries various office equipment leases which expire from December 2010 through February 2011 and carry payments of approximately $1,480 per month plus costs. Lease expense under all operating leases for 2010 and 2009 was approximately $50,000 and $58,000. Future minimum required payments under all operating leases are as follows for fiscal year end June 30: 2011 $25,000.

The Company in January 2007 entered into a capital lease for office equipment. The lease required payments of $395 per month for 24 months, or $9,480 total, and contained a bargain purchase option. The Company capitalized the equipment underlying the lease at its present value $9,000 using an imputed discount rate of 5%. Interest expense in fiscal year 2009 was $37, with the lease being paid off in December 2008.




 
F-8

 


TIME ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010 and 2009

NOTE 5 - NOTES PAYABLE

The Company at June 30, 2010 and 2009 had notes payable outstanding to an officer $62,559 and $50,000, unsecured and due on demand, with one note for $25,000 bearing no interest and one for $25,000 bearing interest at 4% adjustable, and one for $12,559 at 4% simple interest. Interest expense under  the notes in 2010 and 2009 was $1,290 and $783, with accrued Interest payable at June 30, 2010 and 2009 of $1,073 and $783.

The Company carries a revolving line of credit with a bank, bearing interest at variable rates and requiring minimum monthly payments, with an outstanding balance at June 30, 2010 and 2009 of $16,681 and $19,120. Interest expense under the credit line in 2010 and 2009 was approximately $2,000 and $1,800.

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company at June 30, 2010 and 2009 owed officers and others $106,755 and $129,469 for commissions and working capital advances.

NOTE 7 - GOING CONCERN

The Company has suffered recurring losses from operations and has a working capital deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through offerings of debt securities, or through borrowings from financial institutions. By doing so, the Company hopes through increased marketing efforts to generate greater revenues from sales of its direct marketing services. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.

Note 8 – SUBSEQUENT  EVENTS

On July 19, 2010 the Company effected a seventy (70) for one (1) reverse stock split of its common stock. There were 23,398,040 shares of common stock outstanding before the reverse stock split, and 348,649 after the stock split.

As of August 7, 2010, the Company sold two fifty-percent owned subsidiaries Time Management, Inc. and Tenth Street, Inc. to those companies’ shareholders for a price of $10.00 each.

On August 30, 2010 the Company’s Board of Directors approved an agreement and plan of reorganization with Healthinet, Inc. a Nevada corporation. The agreement included the cancellation of 188,572 shares held by a majority shareholder and a spin off of its existing subsidiary to the shareholders of Time Associates.

 
 



 
F-9

 


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
None.

ITEM 9A.  CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).  Such disclosure controls and procedures are designed to provide reasonable assurance that information, which is required to be disclosed in our reports filed pursuant to the Exchange Act, is recorded, processed, accumulated, and communicated to management within the time periods specified in the SEC’s rules and forms.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
 
Management’s Annual Report on Internal Control over Financial Reporting
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Under the supervision and with the participation of our management, which consists of our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), as supplemented by the COSO publication Internal Control over Financial Reporting – Guidance for Smaller Public Companies.  Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of June 30, 2010, based on these criteria.
 
Management is aware that there is a lack of segregation of duties at the Company due to the fact that there are only two people dealing with financial and accounting matters.  However, at this time, management has decided that considering the experience and abilities of the employees involved and the low quantity of transactions processed, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases.  Management will periodically reevaluate this situation.  Notwithstanding the above regarding the lack of segregation of duties, management, including our Chief Executive Officer and Chief Financial Officer, believes that the consolidated financial statements included in this annual report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
 
 
Changes in Internal Control Over Financial Reporting
 
During the quarter ended June 30, 2010, there were no changes in our internal controls that have materially affected or are reasonably likely to have materially affected our internal control over financial reporting.
 
Our management, including the Chief Executive Officer and Chief Financial Officer that the objectives of the control system are met.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.


ITEM 9B.  OTHER INFORMATION.

On March 16, 2009 Time Lending California, Inc. was renamed Time Associates, Inc. with the approval of the Board of Directors and written consent of a majority of share holders

On October 15, 2008, the Board of Directors of Time Lending, California, Inc. (the "Registrant") accepted the resignation of Jasper + Hall PC as its auditors. The Board of Directors of the Registrant accepted approved the appointment of Ronald R. Chadwick, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 as its new auditors. The Registrant does not have an audit committee other than the members of the Board of Directors.

 
9

 

 
 

During the Registrant's fiscal years 2007-2008, and during the interim period there have been no past disagreements between the Registrant and Jasper + Hall PC, on any matter of accounting principles or practices, financial statement disclosure or auditing, scope or procedure.

The audit reports provided by the Registrant's auditors, Jasper + Hall PC, for the fiscal years ended June 30, 2008 did not contain any adverse opinion or disclaimer of opinion nor was any report modified as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years and through the date hereof, neither the Registrant nor any one on behalf of the Registrant has consulted with Ronald R. Chadwick, P.C regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, or any other matters or reportable events required to be disclosed under Items 304 (a) (2) (i) and (ii) of Regulation S-B.


PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The present directors and executive officers of the Company, their ages, positions held in the Company and duration of service are as follows:

Name
Age
Position
Since
Michael F. Pope
61
Director
March 1996
   
President
August 1996
Philip C. La Puma
71
Director
March 1996
   
Secretary
August 1996
   
Treasurer
August 1996
Victoria A. Pope
62
Director
January 1997

The term of office of each director and executive officer ends at, or immediately after, the next annual meeting of shareholders of the Company. Except as otherwise indicated, no organization by which any director of officer has been previously employed is an affiliate, parent, or subsidiary of the Company.

Business Experience

The following is a brief account of the business experience during at least the past five years of each director and executive officer, including the principal occupation and employment during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Michael F. Pope, age 61, has been Director of the Company since March 1996, and President since August 1996. Mr. Pope was one of the founders of Renet Financial Corporation in 1988. He has a Bachelor of Arts degree in Economics from California State University, Long Beach. He holds a real estate brokers license in the State of California.

Philip C. La Puma, age 71, has been Director of the Company since March 1996 and Secretary/Treasurer since August 1996. Mr. La Puma holds a Bachelors of Science degree in Industrial Engineering from Stanford University and an MBA in General Management from the University of Southern California. He also co-founded Renet. He is a Registered Professional Engineer in the State of California.

 
10

 


Victoria Pope, age 62, has been a Director of the Company since January 1997. She has been active in the mortgage industry the past ten years working in various loan production positions from processing through administration at Renet Financial Corporation. She is the spouse of Michael F. Pope and they have two adult children. Mrs. Pope has many years of mortgage management experience.

LIMITATION ON DIRECTORS' LIABILITIES

Our certificate of incorporation limits, to the maximum extent permitted under Nevada law, the personal liability of directors and officers for monetary damages for breach of their fiduciary duties as directors and officers, except in circumstances involving wrongful acts, such as a breach of the director's duty of loyalty or acts of omission which involve intentional misconduct or a knowing violation of law.

Nevada Law permits us to indemnify officers, directors or employees against expenses, including attorney's fees, judgments, fines and amounts paid in settlement in connection with legal proceedings if the officer, director or employee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, and, with respect to any criminal act or proceeding, he had no reasonable cause to believe his conduct was unlawful. Indemnification is not permitted as to any matter as to which the person is adjudged to be liable unless, and only to the extent that, the court in which such action or suit was brought upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Individuals who successfully defend this type of action are entitled to indemnification against expenses reasonably incurred in connection therewith.

Our by-laws require us to indemnify directors and officers against, to the fullest extent permitted by law, liabilities which they may incur under the circumstances described in the preceding paragraph.

The Company is not subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.


CODE OF BUSINESS CONDUCT AND ETHICS

Our code of business conduct and ethics, as approved by our board of directors, can be obtained from the Company by writing a request to our Time Associates, Inc. corporate office.

We intend to satisfy the disclosure requirement under Item 10 of Form 8-K relating to amendments to or waivers from provisions of the code that relate to one or more of the items set forth in Item 406(b) of Regulation S-B, by describing on our Internet Website, within five business days following the date of a waiver or a substantive amendment, the date of the waiver or amendment, the nature of the amendment or waiver, and the name of the person to whom the waiver was granted.

Information on our Internet website is not, and shall not be deemed to be, a part of this report or incorporated into any other filings we make with the Securities and Exchange Commission.

 
11

 


ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term compensation for services rendered during the last three fiscal years to our company in all capacities as an employee by our Chief Executive Officer and our other executive officers whose aggregate cash compensation exceeded $100,000 (collectively, the "named executive officers") during fiscal 2008 shown below.

Name &
     
Annual
 
Compensation
 
Long Term
Principal Position
 
Period
 
Salary
 
Bonus
 
Options
                 
Michael F. Pope
 
6/30/2010
 
0
 
0
 
0
Director
 
6/30/2009
 
$60,000
 
0
 
0
President
 
6/30/2008
 
$60,000*
 
0
 
0
                 
Philip C. La Puma
 
6/30/2010
 
$     0
 
0
 
0
Director
 
6/30/2009
 
$60,000
 
0
 
0
Sec.-Treasurer
 
6/30/2008
 
$60,000*
 
0
 
0

* In fiscal year 2005, the Company adopted its 2005 Equity Compensation Plan (the "Plan") which was registered on the registration statement on Form S-8. The Company registered 400,000 shares of its common stock. Pursuant to the Plan, the Company issued 193,500 shares of its common stock to each of Messrs. Pope and LaPuma for their respective services to the Company, valued at $7,740 for each person.

   
CASH COMPENSATION
 
SECURITY GRANTS
                   
Number of
   
Annual
         
Number of
 
Securities
   
Retainer
 
Meeting
 
Consulting
 
Shares (#)
 
Underlying
NAME
 
Fees ($)
 
Fees ($)
 
Fees/Other
 
Fees ($)(1)
 
Options/SAR
Michael F. Pope
 
0.00
 
0.00
 
0.00
 
0.00
 
0.00
Philip C. La Puma
 
0.00
 
0.00
 
0.00
 
0.00
 
0.00
Victoria A. Pope
 
0.00
 
0.00
 
0.00
 
0.00
 
0.00


COMPENSATION OF DIRECTORS

The Company reimburses each Director for reasonable expenses (such as travel and out-of-pocket expenses) in attending meetings of the Board of Directors. Directors are not separately compensated for their services as Directors.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

There are no employment agreements with the Company's key employees at this time.


 
12

 


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of our common stock by all stockholders that hold 5% or more of the outstanding shares of our common stock, each director and executive officer. Each stockholder named has sole voting and investment power with respect to his or its shares. This table does not include options not exercisable within 60 days of the date of this prospectus. As of June 30, 2010, there were 24,398,040 shares of common stock issued and outstanding.

 
Beneficial Ownership
 
Percentage
 
of Common Stock (1)
 
of Ownership
       
Michael F. Pope
9,730,500
 
42.6%
907 E. Wilson Ave
     
Orange, CA 92867
     
       
Philip C. La Puma
9,730,500
 
42.6%
1786 N. Pheasant St
     
Anaheim, CA 92867
     


(1)
Beneficial ownership is determined in accordance with rules and regulations of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days after June 30, 2010 are deemed outstanding, but are not deemed outstanding for computing the percentage of any other person.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Other than disclosed in the Financial Statements, there were no transactions for the fiscal year ended June 30, 2010, nor are there any current proposed transactions, or series of the same, to which the Company is a party, in which the amount exceeds $60,000 and in which, to the knowledge of the Company, any director, executive officers, nominee, five percent shareholders of any member of the immediate family of the foregoing person, have or will have a direct or indirect material interest.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees for professional audit services rendered by

Ronald R. Chadwick, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado  80014

 for the year ended June 30, 2010.

   
2010
 
Audit Fees: (1)
  $ 6,750  
Audit-Related Fees (2)
    --  
Tax Fees: (3)
    --  
All Other Fees: (4)
    --  
Total
  $ 6,750  

 
13

 


(1) Audit Fees: Fees for professional services performed by Ronald R. Chadwick, P.C.. for the audit of our annual financial statements and review of financial statements included in our 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagement, such as the filing of Form S-8.

(2) Audit-Related Fees:. Ronald R. Chadwick, P.C.. did not provide any audit-related services.

(3) Tax Fees: Ronald R. Chadwick, P.C.. did not provide any professional services with respect to tax compliance, such as preparation and filing of original and amended returns for us and our consolidated subsidiaries, refund claims, payment planning, tax audit assistance and tax work stemming from "Audit-Related" items.

(4) All Other Fees: Ronald R. Chadwick, P.C. did not provide other permissible work for us that does not meet the above category descriptions.

PRE-APPROVAL POLICY

Our Board of Directors is responsible for approving all Audit, Audit-Related, Tax and Other Non-Audit Services. The Board of Directors approves all auditing services and permitted non-audit services, including all fees and terms to be performed for us by our independent auditor at the beginning of the fiscal year.

Non-audit services are reviewed and pre-approved by project at the beginning of the fiscal year. Any additional non-audit services contemplated by the company after the beginning of the fiscal year are submitted to the Audit Committee chairman for pre-approval prior to engaging the independent auditor for such services. Such interim pre-approvals are reviewed with the full Audit Committee at its next meeting for ratification.



ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.
 
Description of Document
     
2.1
 
Agreement and Plan of Merger of Time Lending, California, Inc.*
     
3.1
 
Articles of Incorporation of Time Lending, California, Inc.*
     
3.2
 
Articles of Incorporation of Tenth Street, Inc.*
     
3.3
 
Articles of Incorporation of Time Marketing Associates, Inc.*
     
3.4
 
Articles of Incorporation of Time Management, Inc.*
     
3.5
 
Articles and Certificate of Merger of Registrant*
     
3.6
 
Bylaws of Registrant*
     
3.7
 
Amendment to the Articles of Incorporation dated August 2, 2005
     
3.8
 
Certificate of Designation
     
10.2
 
Lease Agreement*
     
10.3
 
Guaranty of Michael Pope*
     
10.4
 
Guaranty of Thomas Van Wagoner*
     
10.5
 
Demand Promissory Note (Michael Pope)*
     
10.6
 
Demand Promissory Note (Philip La Puma)*

 
14

 


10.7
 
Asset Sale and Purchase Agreement*
     
10.8
 
Share Exchange Agreement between Time Financial Services, Inc. and Interruption Television, Inc.*
     
10.9
 
Voting Agreement (Tenth Street, Inc.)*
     
10.10
 
Voting Agreement (Time Management, Inc.)*
     
10.11
 
Voting Agreement (Time Marketing Associates, Inc.)*
     
10.12
 
Broker Agreement*
     
10.13
 
Letter of Intent with Nationwide Security Mortgage*
     
22.
 
Subsidiaries of Registrant*
     
31.1  
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
     
31.2  
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
     
32.1  
Certification of Chief Executive Officer pursuant to 18 U.S.C. Ss. 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2  
Certification of Chief Financial Officer pursuant to 18 U.S.C. Ss. 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
_____________
* Previously filed with the Commission.




 
15

 
 


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 28, 2010
TIME ASSOCIATES, INC.
   
 
By: /s/ Katherine West
 
Katherine West
 
President
   
 
By: /s/  William Lindberg
 
William Lindberg
 
Treasurer (Chief Financial Officer)
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


SIGNATURE
 
TITLE
 
DATE
         
/s/ Katherine West
 
President and Director
 
September 28, 2010
Katherine West
 
(PRINCIPAL EXECUTIVE OFFICER)
   
         
/s/  William Lindberg
 
Treasurer (PRINCIPAL FINANCIAL
 
September 28, 2010
William Lindberg
 
OFFICER AND PRINCIPAL ACCOUNTING
   
   
OFFICER)
   
         
/s/ William Alverson   Director  
September 28, 2010
William Alverson        
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16