Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - Carrier Alliance Holdings, Inc. | ex31_1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 2)
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2009
Commission File Number: 000-30754
|
TILDEN ASSOCIATES, INC.
|
||
|
(Name of small business issuer in Its Charter)
|
||
|
DELAWARE
|
11-3343019
|
|
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification Number)
|
|
|
300 Hempstead Turnpike
West Hempstead, New York
|
11552
|
|
|
(address of principal executive offices)
|
(Zip Code)
|
|
Registrant’s Telephone Number, including area code: (516) 746-7911
Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
Title of Each Class:
Common Stock (par value $.0005 per share)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES o NO x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES o NO x
Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act during the past 12 months (or for such shorter period that Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
YES o NO x
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the issuer was required to submit and post such files).
YES o NO x
Indicate by checkmark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB o
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the exchange Act.
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES o NO x
State issuer’s revenues for its most recent fiscal year was $1,373,918
The aggregate market value of the Common Stock held by non-affiliates of the Registrant was approximately $285,000 based upon the $0.025 last bid price of these shares on the Pink Sheets on April 14, 2010.
As of December 7, 2010, there were 11,385,903 outstanding shares of Common Stock, $.0005 par value per share.
EXPLANATORY NOTE
The purpose of this Amended Annual Report on Form 10-K/A is to amend Part II Item 9A and Exhibit 31.1 (to amend and include 1,2,4,5 and 6) Together, the “Amended Items” of our Annual Report on Form 10-K for the period ended December 31, 2009, which was filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2010 (the “Original 10-K”)
The Amended Items have been amended and restated in their entirety to respond to comments issued by the Securities and Exchange Commission and to supplement and clarify previous disclosures. Except as stated herein, this Form 10-K/A does not reflect events occurring after the filing of the Original 10-K on April 15, 2010 and no attempt has been made in this Annual Report on Form 10-K/A to modify or update other disclosures as presented in the Original 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original 10-K and our filings with the SEC subsequent to the filing of the Original 10-K.
No other changes have been made to the Original 10-K.
ITEM 9a. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
An evaluation was conducted under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”), its principal executive officer who is also the Company’s Chief Financial Officer (“CFO”), its principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of December 31, 2009. Based on that evaluation, the CEO/CFO concluded that the disclosure controls and procedures are effective in reaching a reasonable level of assurance that management is timely alerted to material information relating to the Company during the period when its periodic reports are being prepared. In addition, the CEO /CFO concluded that the disclosure controls and procedures are also effective to ensure that information required is recorded, processed and summarized within the time periods specified in the Commission’s rules and forms. These same officers concluded that controls and procedures were effective in ensuring that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to its management, including its CEO/CFO as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over financial reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of the CEO/CFO and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance wit U.S. GAAP, and includes those policies and procedures that:
|
(1)
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
|
|
(2)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
|
|
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding the internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Security Exchange Commission that permit the Company to provide only management’s report in this annual report.
Under the supervision and with the participation of our management, including our principal executive officer/ principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009 based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).” Based on management’s assessment, management concluded that, as of December 31, 2009, the Company’s internal control over financial reporting was effective.
In accordance with the U.S. Securities and Exchange Commission’s requirements, the CEO/CFO conducted an evaluation of the Company’s internal control over financial reporting (the “Internal Controls”) at December 31, 2009 to determine whether there have been any changes in Internal Controls that occurred during the fiscal year which have materially affected or which are reasonable likely to materially affect Internal Controls. Based on this evaluation, there have been no such changes in Internal Controls during the period covered by this report.
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: March 21, 2011
|
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 persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
Signatures
|
Titles
|
Date
|
||
|
By: /s/ ROBERT BASKIND
|
Chairman of the Board, President
|
March 21, 2011
|
||
|
Robert Baskind
|
Chief Executive Officer (Principal Executive and Financial Officer)
|