Carrier Alliance Holdings, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - Carrier Alliance Holdings, Inc.	ex31_1.htm
EX-32.1 - EXHIBIT 32.1 - Carrier Alliance Holdings, Inc.	ex32_1.htm

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, 2011

Commission file number 0001027484

TILDEN ASSOCIATES, INC.
(Exact name of small business issuer as specified in its charter)

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

300 Hempstead Turnpike, West Hempstead, NY 11552
(Address of principal executive offices)

(516) 746-7911
(Issuer’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

The number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: May 17, 2011 was 11,385,903 shares of Common Stock - $.0005 par value.

Transitional Small Business Disclosure Format:

Yes o 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 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 whether registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company.

	Large accelerated filer	o	Accelerated filer	o
	Non-accelerated filer	o	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 o No x

Table of Contents for Form 10-Q

		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets at March 31, 2011 (unaudited) and December 31, 2010 (audited)	3

	Consolidated Statements of Operations for the Three Month Periods Ended March 31, 2011 and 2010 (unaudited)	4

	Consolidated Statements of Cash Flows for the Three Month Periods Ended March 31, 2011 and 2010 (unaudited)	5

	Notes to Consolidated Financial Statements	6 - 11

Item 2.	Management’s Discussion and Analysis or Plan of Operation	12 - 13

Item 3.	Controls and Procedures	14

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 2.	Changes in Securities and Use of Proceeds	15

Item 3.	Defaults Upon Senior Securities	15

Item 4.	Submission of Matters to a Vote of Security Holders	15

Item 5.	Other Information	15

Item 6.	Exhibits	15

SIGNATURE		16

CERTIFICATION

TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	March 31,			December 31,
	2011			2010
	(Unaudited)
ASSETS

Cash and cash equivalents	$	553,301		$	565,620
Accounts and notes receivable - net of allowance for doubtful accounts of $358,693 and $349,951 at March 31, 2011 and December 31, 2010, respectively		328,495			321,331
Inventory		4,300			4,300
Prepaid expenses and other current assets		18,456			25,856
Total current assets		904,552			917,107

Property and equipment, net of accumulated depreciation of $23,020 and $23,020, respectively		—			—

Intangible assets, net of accumulated amortization of $124,850 and $124,220, respectively		232,258			232,888
Security deposits		68,985			73,985
Accounts and notes receivable, net of current portion		—			—
Total other assets		301,243			306,873
Total assets	$	1,205,795		$	1,223,980

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	160,834		$	197,503
Deposits on franchise and business acquisitions		183,000			183,000
Income taxes payable		17,948			19,770
Deferred Income		34,270			34,270
Total current liabilities		396,052			434,543

Security deposits		133,962			128,962
Total liabilities		530,014			563,505

STOCKHOLDERS’ EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized; 11,425,903 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively		5,713			5,713
Additional paid-in capital		1,702,526			1,702,526
Accumulated deficit		(1,012,458	)		(1,027,764	)
		695,781			680,475
Less: treasury stock - 40,000 shares, stated at cost		(20,000	)		(20,000	)
Total stockholders’ equity		675,781			660,475
Total liabilities and stockholders’ equity	$	1,205,795		$	1,223,980

See notes to consolidated financial statements.

F-3

TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended
	March 31,
	2011		2010
Revenues
Initial franchise acquisition fees	$	—	$	5,000
Royalty fees		138,642		124,033
Sale of Company owned location		—		93,000
Rental income from realty rental		148,877		108,470
Miscellaneous income		2,085		3,813
Total Revenue		289,604		334,316

Cost of Operations

Broker Fees		—		12,000
Costs of locations purchased for resale		—		20,000
Franchise development fees		10,651		5,691
Rent paid for real estate sublet		111,470		102,554
Total Operating Costs		122,121		140,245

Gross Profit		167,483		194,071
Selling, general and administrative expenses		153,866		180,933
Income from operations before other income and expenses and provision for income taxes		13,617		13,138

Other Income
Interest income		1,690		3,453
Total other income		1,690		3,453

Income (loss) before provision for income taxes		15,307		16,591
Provision for income taxes
Current		—		—
Deferred		—		—
Net Income (loss)	$	15,307	$	16,591
Per Share Data
Basic earnings per share	$	0.00	$	0.00
Diluted earnings per share	$	0.00	$	0.00

Weighted Average Shares Outstanding:
Basic		11,385,903		11,385,903
Diluted (including dilutive stock options outstanding)		12,294,467		12,256,777

See notes to consolidated financial statements.

F-4

TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	March 31,
	2011			2010
Operating Activities
Net Income (loss)	$	15,307		$	16,591
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		630			366
Provision for doubtful accounts		16,970			27,670
Stock options expense		—			1,748
Changes in operating assets and liabilities
Accounts and notes receivable		(24,134	)		(63,343	)
Prepaid expenses and other current assets		7,400			—
Security deposits receivable		5,000			3,999
Accounts payable and accrued expenses		(36,670	)		(68,607	)
Deposits on franchise and business acquisitions		—			10,417
Income taxes payable		(1,822	)		(2,679	)
Security deposits payable		5,000			(4,000	)
Net cash provided by (used for) operating activities		(12,319	)		(77,838	)

Investing Activities		—			—

Financing Activities		—			—

Net increase (decrease) in cash		(12,319	)		(77,838	)
Cash and cash equivalents at beginning of the period		565,620			488,909

Cash and cash equivalents at end of the period	$	553,301		$	411,071

Supplemental Cash Flow Information:
Interest paid	$	—		$	—
Income Taxes Paid	$	1,822		$	1,400

See notes to consolidated financial statements.

F-5

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, 2011 and 2010 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, 2011 and the results of operations and cash flows for the periods ended March 31, 2011 and 2010. 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, 2011 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2011. The balance sheet at December 31, 2010 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, 2010 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,
	2011			2010
Trade receivables from franchisees	$	597,737		$	578,916
Installment loan due January 1, 2011 with an interest rate of 6%		89,451			92,366
		687,188			671,282
Less allowance for doubtful accounts		(358,693	)		(349,951	)
		328,495			321,331
Less current portion		(328,495	)		(321,331	)
Non-current accounts and notes receivable	$	—		$	—

F-6

NOTE 4 – Property and Equipment

Property and equipment consisted of the following:

	March 31,			December 31,
	2011			2010
Machinery and shop equipment	$	5,704		$	5,704
Signage		5,623			5,623
Furniture		11,693			11,693
		23,020			23,020
Less accumulated depreciation		(23,020	)		(23,020	)
Property and equipment, net of accumulated depreciation	$	—		$	—

Depreciation expense for the three months ended March 31, 2011 and the year ended December 31, 2010 was $0.

NOTE 5 – Intangible Assets

Intangible assets consisted of the following:

	March 31,			December 31,
	2011			2010
Trademarks	$	45,196		$	45,196
Franchise and market area rights		311,912			311,912
		357,108			357,108
Less accumulated amortization		(124,850	)		(124,220	)
Intangible Assets, net of accumulated amortization	$	232,258		$	232,888

The Company incurred trademark costs of $0 during the three months ended March 31, 2011 and the year ended December 31, 2010. 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. For the years ended December 31, 2010 and 2009, the Company reflected losses on the impairment of franchise rights in the amounts of $46,688 and $40,276, respectively. Of the intangible assets listed above, only trademarks have been amortized for the three months ended March 31, 2011 and the year ended December 31, 2010. The amortization expense was $630 and $366, respectively.

NOTE 6 – Deposits on Franchises

The Company, under the terms of its standard franchise agreement, typically receives a $15,000 deposit upon the signing of a franchise agreement and the balance of the franchise fee upon the franchisee’s acceptance of a Tilden approved franchise location. These deposits are generally non-refundable after 180 days but the Company has allowed prospective franchisees to apply non-refundable deposits to a different location identified in the future. Total deposits on franchises amounted to $183,000 at March 31, 2011 and December 31, 2010.

NOTE 7 – 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 was secured by the assets of the Company. In 2010, the Company lost the credit line as a result of not utilizing the available line of credit for several years. The Company is in the process of attempting to re-establish a line of credit.

NOTE 8 – 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.

F-7

A reconciliation of the expected income tax expense (benefit) to reported income tax follows:

	March 31,
	2011			2010
Federal income tax (benefit) at 35% statutory income tax rate	$	5,357		$	5,807

Nondeductible increase(nontaxable decrease) in allowance for doubtful accounts		3,060			9,685

Change in valuation allowance		( 8,417	)		(15,492	)
Provision for income taxes	$	—		$	—

Net operating loss carryovers at December 31, 2010 were approximately $535,000 and will expire in years from 2011 to 2030. The Company does not anticipate fully utilizing these carryovers in 2011.

NOTE 9 – 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 11). 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 at March 31, 2011 are as follows:

2011	$	370,908
2012		382,035
2013		393,496
2014		401,366
2015		349,394
2016 and thereafter		1,228,408
	$	3,125,607

Future minimum rental income on sub-leases are as follows:

2011	$	286,868
2012		293,674
2013		240,684
2014		247,905
2015		297,576
2016 and thereafter		1,688,639
	$	3,055,346

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, 2011 and 2010 was $6,390 and $5,994, respectively.

The future minimum annual rental payments at March 31, 2011 are as follows:

2011	$	23,325
2012		24,675
2013		12,285
	$	60,285

F-8

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 $181,000 during 2010. 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 10 – Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk include cash and accounts and notes receivable. At March 31, 2011, no accounts exceeded federally insured limits and at December 31, 2010, one account exceeded the federally insured limits by approximately $3,200. Also, at March 31, 2011 and December 31, 2010, the Company had accounts and notes receivable from franchisees of approximately $328,000 and $321,000, respectively, net of an allowance for doubtful accounts of approximately $359,000 and $350,000, 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 11 – 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, 2011 and 2010, rent paid to the Company’s president and affiliates for real estate sublet was $4,800 and $7,666 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 12 – Stock Options

Tilden Associates, Inc. Stock Option Plans

From May 1998 to December 2005, the Company adopted several Tilden Associates, Inc. Stock Option Plans (“the Plans”) on an annual basis. The Company may issue incentive options for a term of no greater than ten years and non-incentive stock options for a term of no greater than eleven years. The incentive stock options may be issued with an exercise price of no less than 100% of the fair market value of the stock at the time of the grant. However, in the case of employees holding greater than 10% of the Company’s common stock, the option price shall not be less than 110% of the fair market value of the stock at the time of the grant and the term of the option may not exceed five years. The non-incentive stock options may be issued with an exercise price of no less than 50% of the fair market value of the stock at the time of the grant. Additionally, options may be granted to any eligible person for shares of common stock of any value provided that the aggregate fair market value of the stock with respect to which incentive stock options are exercisable for the first time during any calendar year, shall not exceed $100,000. Additionally, the option price shall be paid in full at the time of exercise in cash or, with the approval of the Board of Directors, in shares of common stock. Further, if prior to the expiration of the option the employee ceases to be employed by the Company, the options granted will terminate 90 days after termination of the employee’s employment with the Company.

From 1998 to 2005, the Company granted stock options to purchase a total of 7,038,300 shares of the Company’s common stock at exercise prices ranging from $0.01 per share to $3.00 per share. Through December 31, 2005, 32,500 options were exercised, 938,800 options expired or were forfeited, and 6,067,000 options remained outstanding at December 31, 2005.

On July 18, 2006, a derivative action was filed challenging the issuance of stock options by the Company to members of management and the Board of Directors between 2001 and 2005. In August of 2006, the Company rescinded the 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 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, was expensed $1,122 in 2009 and $6,353 in 2010.

F-9

On December 17, 2009, the Company granted a total of 1,150,000 stock options (600,000 options to the Company’s chief executive officer, 525,000 options to the Company’s two other directors, and 25,000 to a Company consultant. The options are exercisable at a price of $0.02 per share and expire in five years. The $27,485 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.03 stock price, $0.02 exercise price, 2% risk free interest rate and 100% volatility, was expensed in 2010.

On December 17, 2010, the Company granted a total of 1,150,000 stock options (600,000 options to the Company’s chief executive officer, 525,000 options to the Company’s two other directors, and 25,000 to a Company consultant. The options are exercisable at a price of $0.02 per share and expire in five years. The $27,600 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.03 stock price, $0.02 exercise price, 2.06% risk free interest rate and 100% volatility, was expensed in 2010.

A summary of stock options activity for the years ended December 31, 2009 and 2010 and for the three months ended March 31, 2011 are as follows:

Balance outstanding, January 1, 2009			1,150,000
Granted December 17, 2009			1,150,000
Balance outstanding, December 31, 2009			2,300,000
Granted December 17, 2010			1,150,000
Balance outstanding, December 31, 2010 and March 31, 2011			3,450,000

Stock options outstanding at March 31, 2011 consist of:

Date Granted	Number Outstanding		Number Exercisable		Exercise Price		Expiration Date
December 22, 2008		1,150,000		1,150,000	$	0.02	December 22, 2013

December 17, 2009		1,150,000		1,150,000	$	0.02	December 17, 2014

December 17, 2010		1,150,000		1,150,000	$	0.02	December 17, 2015

Total		3,450,000		3,450,000

The Company uses the treasury stock method to account for the dilutive effect of unexercised stock options in calculating diluted weighted average shares outstanding.

NOTE 13 – Franchises and Market Area Activities

Franchises

During the three months ended March 31, 2011 and 2010, the Company sold 0 and 1 new franchise, respectively. As of March 31, 2011 and 2010, the Company had 43 and 44 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, 2011 and 2010, the Company sold no rights to develop new market areas.

F-10

NOTE 14 – Retirement Plan

In November, 2006, the Company adopted a qualified deferred arrangement 401(k) plan where employees may contribute up to the Internal Revenue Service deferred compensation limit for 401(k) plans, which was $16,500 in 2010. 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, 2011 and 2010, Company contributions to the plan (which are expensed when incurred) were $0.

F-11

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.

OVERVIEW

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.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2011 vs Three Months Ended March 31, 2010

Revenue decreased to approximately $290,000 in the first quarter of 2011 from approximately $334,000 in the first quarter of 2010, representing a 13% decrease. The decrease in overall revenue was primarily attributed to decreases in sales of company owned locations and initial franchise acquisition fees of $93,000 and $5,000, respectively. This decrease was partially offset by increases in rental income and royalty fees of approximately $40,000 and $15,000, respectively. The decrease in sales of company owned locations was attributable to the sale of one company owned location during the first quarter of 2010 as compared to none in the first quarter of 2011. The decrease in initial franchise acquisition fees is attributable to the recording of a franchise transfer fee in connection with the sale of the company owned location in the first quarter 2010 compared to no initial franchise acquisition fees earned in the first quarter of 2011. During the year ended December 31, 2010 and through the first quarter 2011 the Company has been unable to sell a new franchise or market area which it attributes primarily to the continued difficulty for small businesses to obtain credit. Although the Company believes that the auto repair business continues to present opportunities for new locations, it cannot accurately forecast when it will see an increase in sales of new franchises and market areas. The increase in royalty fees recorded during the first quarter of 2011 compared with the first quarter of 2010 was primarily attributable to increased royalty fees remitted per franchise due to increased sales at several of the Company’s franchised locations during the first quarter of 2011. The increase in rental income is primarily attributable to the Company’s ability to collect past-due rent on two locations during the first quarter of 2011. The Company has not engaged in the operation of a company-owned store and has not been able to sell equipment since 2007. In prior periods the Company occasionally operated company owned locations, on a temporary basis, when it determined that such activity would enhance the potential re-sale value of its repossessed locations. The Company typically attempts to sell equipment to franchisees that open new Tilden locations and accordingly, equipment sales often correlate to initial franchise sales. Miscellaneous income is primarily made up of bad debt recoveries received in collection proceedings and commissions and rebates earned from vendors.

Cost of Operations decreased to approximately $122,000 in the first quarter of 2011 from approximately $140,000 in the first quarter of 2010, representing a 13% decrease. As a percentage of revenue, operating costs were 42% and 42%, respectively for the periods reported. The overall decrease was primarily attributable to decreases in costs of locations purchased for resale and brokers fees of $20,000 and $12,000. This was offset by an increase in rent paid for real estate sublet of approximately $9,000 and franchise development fees of approximately $5,000. The decrease in the costs of location purchased for resale and brokers fees relates to the costs incurred in the repossession and sale of one location sold during the first quarter of 2010 as compared to none during the first quarter of 2011. The increase in rent paid for real estate sublet is a result of the Company’s obligation to pay rent on one more location during the first quarter of 2011 than during the first quarter of 2010. The increase in franchise development fees is attributable to increased payments to area developers who are paid a percentage of royalties and other revenue collected in their market areas.

F-12

Selling, general and administrative expenses decreased to approximately $154,000 in the first quarter of 2011 from approximately $181,000 in the first quarter of 2010, representing a 15% 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, salaries and wages, office expense and settlement costs of approximately $9,000, $11,000, $7,000 and $5,000, respectively. These decreases were partially offset by an increase in professional fees of approximately $6,000. The decrease in bad debt expense during the first quarter of 2011 was attributable to a decrease in the number of franchises requiring reserve and write-off during the period. The decrease in salaries was primarily the result of the reduced number of employees from five in the first quarter of 2010 to four during the first quarter of 2011. The decrease in settlement costs during the first quarter of 2011 was attributable to the settlement of a legal matter relating to a merger and reorganization contemplated by the Company in 2008 which was paid in full in the first quarter of 2010. There were no settlement costs incurred during the first quarter of 2011. The increase in professional fees was the result of increased legal fees incurred in connection with collection of past due rent and royalties received during the first quarter of 2011.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at March 31, 2011 was approximately $509,000, compared to working capital of approximately $483,000 at December 31, 2010. The ratio of current assets to current liabilities was 2.3:1 at March 31, 2011 and 2.1:1 at December 31, 2010. Cash used for operating activities in the first quarter of 2011 was approximately $12,000 compared to cash used for operating activities in the first quarter of 2010 of approximately $78,000.

Cash and accounts and notes receivable decreased to approximately $882,000 at March 31, 2011 from approximately $887,000 at December 31, 2010, while accounts payable and accrued expenses decreased to approximately $161,000 at March 31, 2011 from approximately $198,000 at December 31, 2010.

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 also remains committed to providing support for its existing franchisees.

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 $509,000 in working capital. The Company believes that its working capital and cash generated by operations will be sufficient to implement its business plan in the short-term. The Company will need to increase its franchise and market area sales in order to maintain adequate liquidity on a long-term basis.

The Company has lost its line of credit during the year ended December 31, 2010.

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.

Critical Accounting Policies:

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.

F-13

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, transfer fees upon assignment of franchise rights, equipment sales, rental of premises to franchisees and the re-sale of Company owned automotive repair centers which are abandoned or re-possessed and developed for potential sale to franchisees. The Company has also recognized revenue by identifying, purchasing and re-selling commercial real estate typically connected with locations which it leases to automotive operators.

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. Initial franchise fees are priced at $29,900 for a new location and market area rights are priced at $50,000 for the right to develop up to ten locations in a specified market area. 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. The cost of a new franchise was increased from $25,000 to $29,900 effective in 2011.

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.

F-14

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

	(b)	Reports on Form 8-K
		None.

F-15

TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

SIGNATURES

In accordance with section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed by the undersigned, thereunto duly authorized.

Date: May 19, 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 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, 2011
Robert Baskind	Chief Executive Officer (Principal
	Executive and Financial Officer)

F-16

Attached files

Carrier Alliance Holdings, Inc. Reports

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