Carrier Alliance Holdings, INC. (CAHI)

[Prinz18]

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2007

Commission File Number: 0001027484

TILDEN ASSOCIATES, INC.
(Name of small business issuer in Its Charter)


DELAWARE 11-3343019
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)




300 Hempstead Turnpike
West Hempstead, New York 11552
(address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: [phone]

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)

Check whether the issuer (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 [X] NO [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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 [ ]

State issuer's revenues for its most recent fiscal year was $1,546,495.

The aggregate market value of the Common Stock held by non-affiliates of the Registrant was approximately $658,224 based upon the $0.08 average bid price of these shares on the NASDAQ Stock Market on April 8, 2008.

As of April 8, 2008, there were 11,385,903 outstanding shares of Common Stock, $.0005 par value per share.


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PART I

ITEM 1. DESCRIPTION OF BUSINESS

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.

S.G. Tilden Incorporated was founded by the late Sidney G. Tilden in 1923. Prior to 1966, S.G. Tilden Incorporated operated Company run brake shops. In 1966 S.G. Tilden Incorporated sold its individual shops to its then shop managers who became franchisees of S.G. Tilden Management Corp. In 1995 Tilden Associates Inc. acquired the business of S.G. Tilden Management Corp. S.G. Tilden Management Corp., at the time of the sale, had nine (9) operating franchises. One franchise closed within six (6) months of transfer and another was bought back as a company store in 1998. The royalty income from those nine
(9) operating franchises was excluded from the sale. The seven (7) remaining franchises of S.G. Tilden Management Corp. work, in many other respects, with the other franchises and Tilden Associates, Inc. and its franchises, including performing training services and joint marketing of related activities. Prior to May of 1998, exclusive of the aforesaid seven (7) franchises, which the Company received no royalties from, the Company had established franchises in Verona, New Jersey, Baldwin, New York and Boynton Beach in Palm Beach County, Florida. The company also opened two (2) locations in Texas, as well as one (1) in California.

In June of 1998 the Company entered into an agreement with Esther Muram to purchase B&E Auto Center, Inc. and several other associated corporations collectively known as the "Brake World Franchise System" ("Brake World"). In acquiring Brake World, the company acquired twenty-one (21) franchises, all of which were operating in the State of Florida. Such franchises performed brake servicing as their primary business with additional auto services on a very limited basis. Approximately six (6) of those franchises, at the time of the transaction, were engaged in litigation with Brake World, primarily relating to the non-payment of royalties. Three (3) of those litigations remain ongoing. One of the litigations was resolved early on, which ultimately resulted in the closure of a franchise.

In addition, in 1998 the Company, at various times, operated two (2) Company stores, one (1) of which was opened as a Company store with the intention of being operated as a Company store until sold. One Company store was the franchise purchased by the Company from one of the original nine (9) franchisees of S.G. Tilden Management Corp. This store, which was initially acquired by the Company from the franchisee, was subsequently sold to a new franchisee. At the end of the calendar year 1998, the Company had thirty-eight
(38) franchise and Company owned stores in operation, including one (1) Company store, the seven (7) stores acquired from S.G. Tilden Management Corp., and the twenty-one (21) stores acquired from Brake World of which only fifteen (15) stores are considered franchises in good standing, and six (6) franchises which are involved in litigation described herein.

In January of 1999, the Company purchased from American Brake Service, Inc., thirteen (13) additional stores. In 1999 the Company's one (1) remaining Company store was sold to a franchisee. An additional store was bought from a franchisee in 1999, operated as a Company store for a brief period of time, and then sold to a new franchisee. There was also an additional store opened and then sold to a franchisee during 1999.

In 2007, the Company sold five (5) new franchises but wrote-off six (6) franchises due to abandonment by franchisees. By the end of 2007, the Company had forty eight (48) franchises operating under its name, including: the seven
(7) from S.G. Tilden Incorporated, from which the Company received no royalties, eleven (11) remaining franchises in good standing acquired from Brake World now being operated under Tilden Brake World, Inc., the six (6) remaining franchises acquired from America Brake service, Inc., now being operated under Tilden ABS, Inc., three (3) company-owned stores that were sold to franchisees, and twenty-one (21) additional new franchisees, making a total of forty eight franchises and Company stores plus additional disputed franchises in litigation. All franchises do all forms of auto repairs, although the Brake World franchises and the American Brake service franchises initially focused primarily on brake and brake related repairs. The Company recognizes royalty fee income on existing franchises operating under its name (except for the seven (7) from S.G. Tilden Incorporated), which was approximately 43% of its total revenues in 2007.

In addition to the Company's primary business, which is selling franchises and collecting royalties there from, the Company also has a wholly owned subsidiary, Tilden Equipment Corp., which sells shop equipment for auto repair shops. To date, Tilden Equipment Corp. sales have been limited to the Company's franchise locations and Company stores. The Company hopes, in the future, to market the equipment to third parties.

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In addition, the Company owns a number of realty corporations, which corporations are obligated on leases for one or more of the Company's franchise locations.

REGULATORY REQUIREMENTS FOR FRANCHISING

Franchising is both regulated by the Federal Trade Commission and many of the states. The Company believes it is in compliance with all the rules of the Federal Trade Commission and is registered in the following states to sell franchises: California, Florida, Indiana, Minnesota, New York, Rhode Island, and Virginia. There are approximately Thirty-five (35) States, which have no registration requirements.

The Company generally competes in the sale of franchises with other companies of similar size and similar resources. The larger automotive franchises typically already exist in the areas where the Company seeks to sell its franchises and are therefore not competing for franchise location sales in these areas.

The Company's individual franchisees compete with other franchise operators, large company run stores and individual operators, both brake specialists and parties performing general automotive repairs. The Company believes that its franchise operators are able to compete, both financially and in providing service, with its competitors.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's offices are located at 300 Hempstead Turnpike, West Hempstead, New York 11552. The Company has a 60-month lease, which commenced on October 1, 2003. The space is approximately 1,600 square feet. The space is sufficient for the Company's needs for the foreseeable future

In addition, the Company leases real estate in the Continental United States and sub leases these locations to its franchises. As of December 31, 2007, the Company and subsidiaries leased to its franchises a total of eleven
(11) sites.

ITEM 3. LEGAL PROCEEDINGS

In July 2006, the Company and its directors were named as defendants in a lawsuit instituted in the Chancery Court of the State of Delaware in and for New Castle County. The action alleged that the exercise price of stock options were in violation of the Company's stock option plan for the years 2001 through 2005, in that the options exercise price on the date of the grant were below the requirements of the plans. The lawsuit was settled during the third quarter 2006 for $20,000. As part of the settlement without conceding the accuracy or correctness of the plaintiffs' allegations, the Company has decided to rescind the stock options issued for the years 2001 through 2005 without prejudice to its right to issue stock options in the future.

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

None

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is traded on the "Pink Sheets" under the symbol "TLDN". The following constitutes the high and low sales prices for the common stock as reported by NASDAQ for each of the quarters of 2007 and 2006. The quotations shown below reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

2007 HIGH LOW
----------------------- ---------- ----------
FIRST QUARTER $ .11 $ .06
Common Stock

SECOND QUARTER
Common Stock $ .07 $ .05

THIRD QUARTER
Common Stock $ .06 $ .05

FOURTH QUARTER
Common Stock $ .10 $ .06

2006 HIGH LOW
----------------------- ---------- ----------
FIRST QUARTER $ .18 $ .08
Common Stock

SECOND QUARTER
Common Stock $ .11 $ .07

THIRD QUARTER
Common Stock $ .08 $ .04

FOURTH QUARTER
Common Stock $ .07 $ .04




The Company has not declared cash dividends on its Common Stock and does not intend to do so in the foreseeable future. If the Company generates earnings, management's policy is to retain such earnings for further business development. It plans to maintain this policy as long as necessary to provide funds for the Company's operations. Any future dividend payments will depend upon the Company's earnings, financial requirements and other relevant factors, including approval of such dividends by the Board of Directors.

As of April 8, 2008, there were approximately 70 shareholders of record of the Company's common stock, excluding shares held in street name.

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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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, the Company's need for additional financing, competition in the franchise industry for 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.

RESULTS OF OPERATIONS


Fiscal 2007 Compared to Fiscal 2006

Revenue decreased to $1,546,495 in the year 2007 from $2,117,520 in the year 2006, representing a 27% decrease. The decrease in revenue during the year was attributed to market area sales, initial franchise acquisition fees, sales of equipment purchased for resale, rental income, sales from the operation of company owned stores of $225,000, $172,500, $89,612, $65,246 and $66,732, respectively. These decreases were primarily offset by increases in royalty fees and the sale of company owned locations of $32,936 and $23,000, respectively. The decrease market area sales, reflects that no new market areas were sold in 2007 compared to five in 2006. The decrease in initial franchise acquisition fees is attributable to the sale of five new franchises in 2007 compared to twelve in 2006. The decrease in equipment purchased for resale was a result of a decrease in sales to new franchises in 2007 as compared to 2006. The decrease in rental revenue was attributable to the decrease in franchises obligated to the Company under sub-lease agreements in 2007 as a result of an abandoned franchise in 2007. The decrease in sales from the operation of company owned stores was attributable to the sale of its Texas store in 2007 and less stores under the control of the Company in 2007 as compared to 2006. The Company attributes the overall decrease in new franchise sales activity including market area and equipment sales to the inability of prospective franchisees to obtain financing as a result of the tightening of the credit markets. The increase in royalty fees was primarily attributable to the Company's increased collections efforts in 2007. The increase in the sale of company owned locations was due to the Company's ability to record an $80,000 sale of a location in 2007 as compared with sales of company owned locations totaling $57,000 in 2006.

Operating costs decreased to $768,065 in 2007 from $1,006,501 in 2006, a 24% decrease. The decrease was attributed to lower costs associated with rent paid for real estate sublet, broker fees, costs of equipment purchased for resale and costs of operation of company owned stores of $74,680, $62,443, $51,565 and $39,493, respectively. There were no significant offsetting increases in operating costs as the Company curtailed costs to coincide with the decrease in revenues. The decrease in rent paid for sublease was attributable to a decrease in franchise locations on which the Company was liable at abandoned locations, which were temporarily under the Company's control during 2006. The decrease in broker fees was attributable to the decrease in market area and new franchise sales, on which the Company often pays broker fees, in 2007. The decrease in the costs of equipment purchased for resale is a result of the decrease in equipment and software sold to new franchisees in 2007. The decrease in costs of operation of company owned stores was a result of the Company's commitment to operate its Texas store as a fully operational location from August 2006 until sold in 2007 during the first quarter.

Selling, general and administrative expenses decreased to $922,879 in the year 2007 from $1,262,442 in the year 2006, a 27% decrease. The decrease was primarily due to decreases in bad debt expense, travel and entertainment and settlement expense of $324,573, $36,366 and $20,000, respectively. These decreases were offset by increases in professional fees and salaries and wages of $33,479 and $11,984, respectively. The decrease in bad debt expense was attributable to a decrease in the number of franchises requiring reserve for bad debt during the period and there no write-offs of notes receivable in 2007 as compared to two in 2006. The decrease in travel and entertainment relates to fewer franchises requiring training and consulting at their respective locations. The decrease in settlement costs reflected the Company's settlement of a lawsuit for $20,000 in 2006 (see part I, legal proceedings). The increase in professional fees is attributable to the increased costs of complying with its regulatory reporting requirements in 2007. The increase in salaries and wages was attributable to increases in the salaries of the Company's employees in 2007.

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LIQUIDITY AND CAPITAL RESOURCES

Working capital at December 31, 2007 was $407,829, compared to working capital of $433,180 at December 31, 2006. The ratio of current assets to current liabilities was 1.65:1 at December 31, 2007 and 1.93:1 at December 31, 2006. Cash flows provided by operations for the year 2007 was $104,995, compared to cash flow provided by operations for the year 2006 of $254,312.

Cash and accounts and notes receivable decreased to $813,143 at December 31, 2007 from $847,253 at December 31, 2006, while accounts payable and accrued expenses increased to $338,115 at December 31, 2007 from $197,231 at December 31, 2006.

The Company's current business plan and objective is to continue expanding the number of franchises in its system through sales of new franchises, as well as through acquisitions of other franchises similar to the acquisitions they have done in the past.

The Company has not paid any dividends in the past and does not contemplate paying any in the foreseeable future.

Some of the Company's subsidiaries lease properties on which franchisees are located. The franchisees typically pay rent to these subsidiaries and, in some cases, may pay rent directly to the lessor.

The Company has $407,829 in working capital. The Company believes that its working capital and cash generated by operations will be sufficient to implement its business plan.

The Company has secured a $250,000 line of credit effective August 1, 2006 (see Notes to Condensed Consolidated Financial Statements, note-Notes Payable). As of December 31, 2007, the Company has not utilized any of the available credit line.

In addition, several franchisees are significantly in arrears in the payment of royalties. Management, however, has addressed these arrearages and resolutions are negotiated with the franchisees on an individual-by-individual basis.

Report of Audit Committee

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee Charter was adopted by the Board and reflects the standards set forth in SEC regulations and the rules of the NASD.

The Audit Committee's primary duties and responsibilities are:

Serve as an independent objective party to monitor the Company's financial reporting process and internal control system. Review and appraise the audit efforts of the Company's independent accountants.

Provide an open avenue of communication among the independent accountants, financial and senior management and the Board

The duties and responsibilities of a member of the Audit Committee are in addition to his or her duties as a member of the Board.

The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under its charter. The Audit Committee met two times during the 2007 fiscal year.

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In overseeing the preparation of the Company's financial statements, the Audit Committee met with both management and the Company's outside auditors to review and discuss all financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with generally accepted accounting principals, and the Audit Committee discussed the statements with both management and the outside auditors. The Audit Committee's review included discussion with the outside auditors of matters required to be discussed pursuant to Statements on Auditing Standards No. 61 and 90 (Communication with Audit Committees).

With respect to the Company's outside auditors, the Audit Committee among other things, discussed with Michael T. Studer CPA, PC matters relating to its independence, including the written disclosures made to the Audit Committee as required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committee).

On the basis of these reviews and discussions, the Audit Committee recommended to the Board that the Board approve the inclusion of the Company's audited financial statements in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2007.

ITEM 7. FINANCIAL STATEMENTS

The response to this item follows Item 13, and is hereby incorporated herein.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 8a. CONTROLS AND PROCEDURES

Within the ninety-day period preceding the filing of this report, our management and Audit Committee evaluated the effectiveness of the design and operation of its disclosure controls and procedures (the "Disclosure Controls") as of the end of the period covered by this Form 10-KSB and (ii) any changes in internal controls over financial reporting that occurred during the last quarter of our fiscal year. This evaluation ("Controls Evaluation") was done under the supervision and with the participation of management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as well as the Audit Committee and out Independent Accountants.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 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, have been detected. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.

Conclusions

Based upon the Controls Evaluation, the CEO and CFO have concluded that the Disclosure Controls 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 accord with the U.S. Securities and Exchange Commission's requirements, the CEO and CFO conducted an evaluation of the Company's internal control over financial reporting (the "Internal Controls") to determine whether there have been any changes in Internal Controls that occurred during the quarter 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 last quarter of the period covered by this report.

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ITEM 8A(T). MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its 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.

Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the year ended December 31, 2007. We believe that internal control over financial reporting is effective. We have not identified any, current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding 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 Securities and Exchange Commission that permits us to provide only management's report in this annual report.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The Company's Certificate of Incorporation provides for no less than three (3) Directors. Each Director shall hold office until the next annual meeting of shareholders and until his successor has been elected and qualified. At the present time there are a total of three (3) Directors. The Board of Directors is empowered to fill vacancies on the Board. The Company's Directors and Executive

Officers are listed below:

POSITIONS
NAME AGE W/ COMPANY DIRECTOR SINCE
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Robert Baskind 66 Chairman of the Board, Chief 1996
Executive Officer

Arthur Singer 40 Director 1996

Jason Baskind 36 Director of Franchise Development 2003




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DIRECTORS

Robert Baskind is a founding stockholder and was employed as a registered representative by On-Site Trading, Inc., a registered Broker Dealer and a member of the National Association of Security Dealers, Inc. Prior thereto and since 1992, Mr. Baskind was employed with Trading Places, Inc., a franchise sales organization and business broker. Mr. Baskind has many years of experience as a franchiser and business Broker specializing in business automotive services and was entrepreneurially involved in many of these entities.

Arthur Singer is a graduate of the State University at Albany. He has devoted his entire career to Sales and Marketing. From 1990, Mr. Singer has worked for Carrington Laboratories, Inc. He has a documented track record of success in field sales and sales management. As Regional Sales Manager of this publicly held bio-pharmaceutical company, his duties included training and development of new sales representatives for the launching of new products, in the development of educational programs and in the development of goals, strategies and budgets for that company's sales force. Mr. Singer's experience included working on the distribution of products and working with buying groups. During his employment with Carrington, Mr. Singer had, on more than one occasion, been selected "Sales Person of the Year", and on one occasion was selected as "Regional Manager of the Year" for the entire United States.

Jason Baskind joined the Company as Director of Franchise Development. Prior to joining the Company, he was working as an equities trader at On-Site Trading, Inc. He graduated from the University of Miami with a B.A. in Management. His previous experience includes working for Breslin Realty, which is a large real estate developer on Long Island in New York, as a site selector.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that Form 5's were required and filed for those persons, the Company believes that, during the period from January 1, 2007 through December 31, 2007, all filing requirements applicable to its officers, directors, and greater than ten percent beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information with respect to the compensation of executive officers of the Company for services provided to the Company and its subsidiaries in 2007, 2006, 2005, 2004. No other executive officers received salary in excess of $100,000 in any such year.

Summary Compensation Table

YEAR COMPENSATION OPTIONS GRANTED
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Robert Baskind 2007 $144,000 -
2006 $147,000 -
2005 $110,000 -
2004 $100,000 -




Employment Agreements:

An employment agreement for the year 2007 existed for the following officer and key employee:

Robert Baskind: An agreement in the amount of $110,000. Due to the low level of working capital maintained during 2002 and 2001, the Company was unable to fulfill its obligation to pay the officer his entire salary in accordance with the terms of the contract. As of December 31, 2002, the Company was liable for unpaid salary. It has been specifically agreed when and if the Company shall have sufficient earnings and cash flow, in the opinion of management, deferred amounts shall be paid. All unpaid salary was accrued and included in accrued expenses on the balance sheet at December 31, 2002. During 2001, the president agreed to forego his prior salary. Accordingly, the $35,000 of previously accrued salaries was reversed and the benefit included in the statement of operations. Additionally, during 2001, the president agreed to receive $67,758 as his total salary for the year. He is entitled to five percent (5)% increases

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on a yearly basis. The agreement, which employs Mr. Baskind as the president of the Company, expires in 2010. In February of 2003, Mr. Baskind received 214,000 shares of the Company's common stock registered on Form S-8 in satisfaction of partial salary, other compensation and expenses owed to him by the Company. The market value of those shares when issued was $19,260.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of December 31, 2007: (i) the name and address of each person who owns of record or who is known by the Board of Directors to be beneficial owner of more than five percent (5%) of the Company's outstanding common stock, (ii) each of the Company's Directors, and (iii) all of the Company's Executive Officers and Directors as a group.

NAME AND BENEFICIAL PERCENT OF COMMON
ADDRESS OWNERSHIP STOCK OUTSTANDING
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Robert Baskind 2,707,000 (1) 24.0%
300 Hempstead Turnpike
West Hempstead, NY 11552

Arthur Singer 451,100 (2) 4.0%
300 Hempstead Turnpike
West Hempstead, NY 11552

Jason Baskind 2,707,000 (3) 24.0%
300 Hempstead Turnpike
West Hempstead, NY 11552

Officers and Directors as a 5,865,100 52.0%
group (3 Persons)
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(1) Ownership includes 2,331,500 shares of the Company's common stock and 375,000 shares of the Company's common stock imputed to him from his son Jason Baskind.

(2) Ownership includes 451,100 shares of the Company's common stock.

(3) Ownership includes 375,000 shares of the Company's common stock and 2,331,500 shares of the Company's common stock imputed to him from his father Robert Baskind.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits

3.1 Certificate of Incorporation of the Registrant (1)

3.2 By-laws of the Registrant (1)

4.1 Tilden Associates, Inc. incentive plan (1)

4.2 Tilden Associates, Inc. 1998 stock option plan (1)

4.3 Tilden Associates, Inc. 2001 stock option plan

10.1 Consulting agreement with Tilden Huntington, Inc. (1)

10.2 Employment agreement with the President Robert Baskind. (1)

10.3 Deferred compensation letter for president Robert Baskind (1)

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10.4 Waiver of deferred compensation by president Robert Baskind (2)

21.1 Subsidiaries (2)

23.1 Consent of independent accountants

31.1 Certification pursuant to Rule 13a-14 or 15d-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

32.1 Certification pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

-------------------------

(1) Incorporated by reference to the Company's annual report on Form 10KSB for
the fiscal year ended December 31, 2000.

(2) Incorporated by reference to the Company's annual report on Form 10KSB for
the fiscal year ended December 31, 2001.




Item 14. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures within 90 days of the filing date of this Annual Report on Form 10-KSB. Based on that evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

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 Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION

DECEMBER 31, 2007 AND 2006

Table of Contents

Page

Report of Independent Registered Public Accounting Firm F - 2

Consolidated Balance Sheets F - 3

Consolidated Statements of Operations F - 4

Consolidated Statements of Cash Flows F - 5

Consolidated Statements of Stockholders' Equity F - 6

Notes to Consolidated Financial Statements F - 7 - F - 14




SUPPLEMENTAL INFORMATION :

Report of Independent Registered Public Accounting Firm on Supplemental Information F - 15

Consolidated Statements of Selling, General and Administrative Expenses F - 16

F-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Tilden Associates, Inc.

I have audited the accompanying consolidated balance sheets of Tilden Associates, Inc. and subsidiaries (the Company) as of December 31, 2007 and 2006 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 audits.

I conducted my audits 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 audits provide a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tilden Associates, Inc. and subsidiaries as of December 31, 2007 and 2006 and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

/s/ Michael T. Studer CPA P.C.
-----------------------------------

Freeport, New York
April 11, 2008




F-2

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TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS



December 31,
----------------------------
2007 2006
------------ ------------
ASSETS

Cash and cash equivalents $ 526,293 $ 570,064
Accounts and notes receivable - net of allowance for doubtful accounts of
$367,910 and $427,239 at December 31, 2007 and 2006, respectively 286,850 277,189
Inventory 4,300 --
Escrow receivable 200,000 --
Prepaid expenses and other current assets 6,679 20,037
Loan Receivable - Oilmatic 7,222 32,500
------------ ------------
Total current assets 1,031,344 899,790

Property and equipment, net of accumulated depreciation
of $28,261 and $21,695, respectively 48,341 54,907
------------ ------------

Intangible assets, net 323,067 566,484
Deposit on purchase of property 3,000 --
Security deposits 59,685 122,485
Accounts and notes receivable, net of current portion 69,399 --
------------ ------------
Total other assets 455,151 688,969
------------ ------------
Total assets $ 1,534,836 $ 1,643,666
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 338,115 $ 197,231
Deposits on franchise acquisitions 231,717 210,217
Income taxes payable 34,983 40,462
Notes payable, current portion 18,700 18,700
------------ ------------
Total current liabilities 623,515 466,610

Security deposits 126,358 120,358
------------ ------------
Total liabilities 749,873 586,968
------------ ------------

STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
11,425,903 shares issued at December 31, 2007 and 2006,
respectively 5,713 5,713
Additional paid-in capital 1,639,966 1,639,966
Retained earnings (accumulated deficit) (840,716) (568,981)
------------ ------------
804,963 1,076,698
Less: treasury stock - 40,000 shares, stated at cost (20,000) (20,000)
------------ ------------
Total stockholders' equity 784,963 1,056,698
------------ ------------
Total liabilities and stockholders' equity $ 1,534,836 $ 1,643,666
============ ============




See notes to consolidated financial statements.

F-3

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TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,
----------------------------
2007 2006
------------ ------------
REVENUES
Initial franchise acquisition fees $ 130,000 $ 302,500
Royalty fees 668,392 635,456
Market Area Sales -- 225,000
Sales from operation of Company owned store 115,784 182,516
Sale of equipment purchased for resale, net of refunds 27,218 116,830
Sales of Company owned locations 80,000 57,000
Rental income 504,464 569,710
Miscellaneous income 20,637 28,508
------------ ------------
Total revenues 1,546,495 2,117,520
------------ ------------
COST OF OPERATIONS
Brokers Fees 61,300 123,743
Franchise development fees 35,581 45,836
Purchase of equipment for resale 25,826 77,391
Costs of operation of Company owned store 145,368 184,861
Rent from realty corporations 499,990 574,670
------------ ------------
Total cost of operations 768,065 1,006,501
------------ ------------
Gross profit 778,430 1,111,019
Selling, general and administrative expenses 922,879 1,262,442
------------ ------------

Loss from operations (144,449) (151,423)
------------ ------------

OTHER INCOME (EXPENSES)
Interest income 24,514 19,430
Interest expense (6,078) --
Loss on impairment of franchise and market area rights (256,464) --
Loss on abandoned franchises (20,301) --
Gain on sale of building 131,043 --
------------ ------------
Total other income (expenses) (127,286) 19,430
------------ ------------

Income (loss) before provision for income taxes (271,735) (131,993)
Provision for income taxes -- --
------------ ------------
Net loss $ (271,735) $ (131,993)
============ ============
Per Share Data
Basic earnings (loss) per share $ (0.02) $ (0.01)
============ ============
Diluted earnings (loss) per share $ (0.02) $ (0.01)
============ ============
Weighted average number number of common
Shares outstanding-basic & diluted 11,385,903 11,385,903
============ ============




See notes to consolidated financial statements.

F-4

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

December 31,
----------------------------
2007 2006
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (271,735) $ (131,993)
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss on impairment of franchise and market area rights 256,464 --
Provision for bad debt 209,783 534,356
Depreciation and amortization expense 8,085 4,310
Disposition of fixed assets -- 3,901
Changes in operating assets and liabilities
Accounts and notes receivable (288,843) (301,885)
Inventory (4,300) --
Other receivable 25,278 32,500
Prepaid expenses and other current assets 13,358 26,478
Security deposit receivable (6,000) (1,633)
Accounts payable and accrued expenses 140,884 101,243
Deposit on franchise acquisitions 21,500 (50,283)
Income taxes payable (5,479) 319
Security deposits payable 6,000 36,999
------------ ------------
Net cash provided by (used for) operating activities 104,995 254,312
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment -- (55,430)
Renewal of trademark (14,566) --
Deposit on building sold 65,800 (68,800)
Escrow held on building sale (200,000) --
------------ ------------
Net cash provided by (used for) investing activities (148,766) (124,230)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Payment of notes payable -- (4,655)
------------ ------------
Net cash (used for) financing activities -- (4,655)
------------ ------------

Net(decrease) increase in cash and cash equivalents (43,771) 125,427
Cash and cash equivalents - beginning 570,064 444,637
------------ ------------
Cash and cash equivalents - ending $ 526,293 $ 570,064
============ ============




See notes to consolidated financial statements.

F-5

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TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

Common stock Additional Treasury stock
------------------------- Paid In Accumulated ------------------------- Stockholders'
Shares Amount Capital Deficit Shares Amount Equity
--------------------------------------------------------------------------------------------------
Balance, December 31, 2005 11,425,903 $ 5,713 $ 1,639,966 $ (436,988) (40,000) $ (20,000) $ 1,188,691

Net loss for the year
ended Decemeber 31, 2006 -- -- -- (131,993) -- -- (131,993)

--------------------------------------------------------------------------------------------------
Balance, December 31, 2006 11,425,903 5,713 1,639,966 (568,981) (40,000) (20,000) 1,056,698
--------------------------------------------------------------------------------------------------

Net loss for the year
ended Decemeber 31, 2007 -- -- -- (271,735) -- -- (271,735)

--------------------------------------------------------------------------------------------------
Balance, December 31, 2007 11,425,903 $ 5,713 $ 1,639,966 $ (840,716) (40,000) $ (20,000) $ 784,963
==================================================================================================




See notes to consolidated financial statements.

F-6

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TILDEN ASSOCIATES, INC and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies

Business Activity

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.

Principles of Consolidation

The consolidated financial statements include all wholly owned subsidiaries. All inter-company profits and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from the estimates.

Revenue Recognition

The Company recognizes revenue in several ways: Initial fees from sale of franchises, market area sales to market developer partners, royalties (as a percentage of gross revenues) from franchisees, equipment sales, rental of premises to franchisees and the operation of Company owned automotive repair centers which are developed for potential sale to franchisees.

Franchise fee revenue for initial franchise fees and from market area sales to market developer partners is recognized upon the execution of a franchise agreement and when all material services or conditions relating to the sale have been successfully completed by the Company. Market developer partners receive a percentage of royalty fees for development and management of their market and are responsible for substantially all training and other services required in opening new franchises in their regions.

Equipment sales are recorded upon delivery and installation of equipment to franchisees.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and short-term investments with original maturities of less than three months.

Advertising Costs

The Company's franchise agreement requires that franchisees remit advertising fees to a cooperative advertising fund managed by the Company. Corporate advertising is expensed as incurred.

Income Taxes

The Company provides for income taxes under the provisions of Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109 requires that an asset and liability based approach be used in accounting for income taxes.

Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of the temporary differences of revenue and expense items for financial statement and income tax purpose. Valuation allowances are provided against assets, which are not likely to be realized.

F-7

--------------------------------------------------------------------------------

Leases

Leases that transfer substantially all of the risks and benefits of ownership are treated as capital leases. Capital leases are included in property and equipment and are depreciated over their estimated useful lives using the straight-line method.

Carrying Values of Long-Lived Assets

The Company evaluates the carrying values of its long-lived assets to be held and used in the business by reviewing undiscounted cash flows by operating unit. Such evaluations are performed whenever events and circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the projected undiscounted cash flows over the remaining lives of the related assets does not exceed the carrying values of the assets, the carrying values are adjusted for the differences between the fair values and the carrying values.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization. Intangible assets with an indefinite useful economic life, such as franchise and market area rights, were amortized through 2001 on a straight-line basis using an estimated economic life of 40 years. Effective January 1, 2002, in accordance with SFAS No. 142, the Company ceased amortizing intangible assets with an indefinite useful economic life. Other intangible assets are amortized over their expected period of benefit on a straight-line basis.

Presently, the Company owns the trademarks "Tilden for Brakes Car Care Centers", "Brakeworld", The Brake Shop" and "American Brake Service".

Goodwill

Goodwill represents the amount paid in consideration for an acquisition in excess of the net tangible assets acquired. Goodwill is tested for impairment annually or under certain circumstances, and written off when determined to be impaired. In accordance with SFAS No. 142, the Company did not amortize goodwill for new acquisitions made after June 30, 2001. For acquisitions prior to that date, the Company continued to amortize goodwill through the end of 2001. The Company conducts tests for impairment and goodwill that is determined to have become impaired is written off.

Accounts and Notes Receivable

Accounts and notes receivable are primarily recorded for royalty income, rental income, and franchise and market area sales. In instances where the Company provides financing to franchisees and provides payment arrangements which allow for payments to be received over a period greater than one year, non-current receivables are recorded at the present value of estimated future cash flows.

In most instances, financing of franchisees is secured by notes receivable and collateralized by shop equipment and franchise rights (see Note 2).

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives of the assets, generally 39 years for buildings and building improvements, and 3 to 7 years for furniture and equipment. When property is sold or retired, the cost and accumulated depreciation are eliminated from the accounts and gains or losses are recorded in the statement of operations. Expenditures for repairs and maintenance are expensed as incurred.

Stock-based Compensation

Effective January 1, 2006, the Company adopted SFAS No. 123(R) for stock-based compensation. SFAS No. 123(R) requires that the fair value of equity instruments (such as stock options) exchanged for services be recognized as an expense in the financial statements as the related services are performed. Prior to 2006, the Company followed APB Opinion No. 25 in accounting for stock-based compensation. APB Opinion No. 25 only required the recognition of compensation costs for stock options when the market price of the Company's common stock at the date of grant exceeded the exercise price of the option.

F-8

--------------------------------------------------------------------------------

Earnings Per Share

Earnings per share ("EPS") has been calculated in accordance with SFAS No. 128, which requires the presentation of both basic net income per share and net income per common share assuming dilution. Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of shares outstanding for the year. Diluted earnings per share reflects the potential dilution that could occur upon the exercise of common stock options resulting in the issuance of common stock to stockholders who would then share in the earnings of the Company. SFAS No. 128 precludes the inclusion of any potential common shares in the computation of any diluted per-share amounts when a loss from continuing operations exists.

Reclassifications

Certain amounts in the 2006 financial statements were reclassified to conform to the 2007 presentation.

Business Segment Information

The Company operates in a single business segment: selling automotive franchises and administering and supporting full service automotive repair centers primarily under the name "TILDEN FOR BRAKES CAR CARE CENTERS", principally through franchised and company-operated shops located in North America. Sales to any single customer were less than five percent of total revenues in each of the periods presented.

New accounting pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures" ("SFAS 157") which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and provides for additional fair value disclosures. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods. The Company does not believe SFAS 157 will have a material effect on its financial statements.

NOTE 2 - Accounts and Notes Receivable

Accounts and notes receivable consisted of the following:

December 31 December 31
2007 2006
------------ ------------
Trade receivables from franchisees $ 627,913 $ 663,341
Installment loans due between August 31, 2005
and June 30, 2009 with varying interest rates
between 6.0% and 8.0% 96,247 41,087
------------ ------------
724,159 704,428
Less allowance for doubtful accounts (367,910) (427,239)
------------ ------------
356,249 277,189
Less current portion (286,850) (277,189)
------------ ------------
Non-current accounts and notes receivable $ 69,399 $ --
============ ============




F-9

--------------------------------------------------------------------------------

NOTE 3 - Property and Equipment

Property and equipment consisted of the following:

December 31, December 31,
2007 2006
------------ ------------
Machinery and shop equipment $ 59,286 $ 59,286
Signage 5,623 5,623
Furniture 11,693 11,693
Leasehold Improvements -- --
------------ ------------
76,602 76,602
Less accumulated depreciation (28,261) (21,695)
------------ ------------
Property and equipment, net
of accumulated depreciation $ 48,341 $ 54,907
============ ============




Depreciation expense for the years ended December 31, 2007 and 2006 was $6,566 and $2,792, respectively.

NOTE 4 - Intangible Assets

Intangible assets consisted of the following:

December 31, December 31,
2007 2006
------------ ------------
Trademarks $ 42,749 $ 28,183
Franchise and market area rights 408,945 746,657
------------ ------------
451,694 774,840
Less accumulated amortization (128,627) (208,356)
------------ ------------
Intangible assets, net
of accumulated amortization $ 323,067 $ 566,484
============ ============




In May 2007, the Company renewed one of its trademarks at a cost of $14,566. During the year ended December 31, 2007, the Company reflected a loss on the impairment of franchise and market area rights in the amount of $256,464. The impaired rights had an original cost of $337,712 and accumulated amortization of $81,248. Prior to 2007, the Company had been testing the carrying value of the rights by considering the values of franchise networks purchased in the aggregate rather than identifying individual franchise rights requiring write-down. Of the intangible assets listed above, only trademarks have been amortized for the year ended December 31, 2007 in the amount of $1,519.

NOTE 5 - Notes Payable

Notes payable consisted of the following:


December 31, December 31,
2007 2006
------------ ------------
Notes payable bearing interest up to 25%
maturing between March 2006 and July of 2007 $ 18,700 $ 18,700
------------ ------------
18,700 18,700
Less current portion (18,700) (18,700)
------------ ------------
Notes payable, net of current portion $ -- $ --
============ ============




In August, 2006, the Company secured a revolving line of credit. The line is secured by the assets of the Company. During the fiscal year ended December 31, 2007, the Company utilized the line to help finance the purchase of a building, which it later sold within the year. The Company used part of the proceeds on the sale to pay down the line in full.

F-10

--------------------------------------------------------------------------------

NOTE 6 - Income Taxes

Tilden Associates Inc. and its subsidiaries have elected to file consolidated income tax returns for Federal and New York State taxes. Tax expense is allocated to each subsidiary based on the proportion of its taxable income to the total consolidated taxable income.

Consolidated income tax expense consisted of the following:

December 31
---------------------------
2007 2006
------------ ------------
Current
Federal $ -- $ --
State -- --
------------ ------------
Total current provision -- --

Deferred
Federal -- --
State -- --
------------ ------------
Total deferred provision -- --
------------ ------------
Total income tax expense $ -- $ --
============ ============




Deferred income taxes arise from temporary differences resulting from income and expense items reported in different periods for financial accounting and tax purposes. The sources of deferred income taxes and their tax effects are the result of nondeductible bad debt reserves and net operating loss carryforwards. The benefit resulting from deferred taxes has been fully reserved.

The actual income tax expense differed from amounts computed by applying the U.S. Federal tax rate of 35% to pretax loss as a result of the nonrecognition of net operating loss carryforwards and the increase in the related valuation allowance.

Net operating loss carryovers at December 31, 2007 were approximately $285,000 and will expire in 2023

NOTE 7 - 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 9). 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.

The future minimum lease payments under these operating leases for the year ended December 31, are as follows:

2008 $ 313,622
2009 302,447
2010 248,381
2011 233,921
2012 200,851
2013 and thereafter 861,046
------------
$ 2,160,268
============




F-11

--------------------------------------------------------------------------------

The company leases an office in New York under an agreement that commenced in October 2003 and expires in September 2008. Total gross rent expense for the years ended December 31 2007 and 2006 was $18,796 and $20,077, respectively.

The future minimum annual rental payments are as follows:

2008 15,300
------------
$ 15,300
============




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 $155,000 during 2007. In accordance with the terms of the employment contract, he is entitled to five percent increases on a yearly basis. The employment agreement, as amended, expires in 2010. Additionally, Mr. Baskind's agreement provides for other customary provisions.

NOTE 8 - Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk include cash and accounts and notes receivable. At December 31 2007 two accounts exceeded federally insured limits by approximately $272,000 and at December 31, 2006 two accounts exceeded the federally insured limits by approximately $347,000. Also, at December 31 2007 and December 31, 2006, the Company had accounts and notes receivable from franchisees of approximately $356,300 and $277,200, respectively, net of an allowance for doubtful accounts of approximately $367,900 and $427,200, 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 9 - 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 years ended December 31, 2007 and 2006, rent paid to the Company's president and affiliates for real estate sublet was $67,706 and $69,102 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 10 - 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.

F-12

--------------------------------------------------------------------------------

Additionally, the option price shall be paid in full at the time of exercise in cash or, with the approval of the Board of Directors, in shares of common stock. Further, if prior to the expiration of the option the employee ceases to be employed by the Company, the options granted will terminate 90 days after termination of the employee's employment with the Company.

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

On July 18, 2006, a derivative action was filed challenging the issuance of stock options by the Company to members of management and the Board of Directors between 2001 and 2005. In August of 2006, the Company rescinded the stock options issued in the years 2001 to 2005. On September 11, 2006, the action was settled.

No stock options were granted during the years ended December 31, 2007 or 2006, respectively. At December 31, 2007, there are no stock options outstanding.

NOTE 11 - Other Receivable

On May 5, 2004, Oilmatic Franchising Corp., a wholly owned subsidiary of the Company (Oilmatic), was formed for the purpose of selling franchises for the system developed by Oilmatic International, LLC. (International). Through December 31 2005, the Company advanced $79,258 to Oilmatic in connection with its formation and the acquisition of the exclusive franchise rights for certain locations from International. In November 2005, Oilmatic agreed to terminate its franchise rights and International agreed to pay the Company $65,000 payable in eighteen equal monthly installments of $3,611 commencing January, 2006. As of December 31, 2007 and 2006 the balance receivable on the agreement was $7,222 and $32,500, respectively.

NOTE 12 - Franchises and Market Area Activities

Franchises

During the years ended December 31 2007 and 2006, the Company sold five and twelve new franchises, respectively. As of December 31 2007 and 2006, the Company had 48 and 49 active franchised locations. Throughout each year several franchises are returned to the Company's control either through foreclosures or abandonment.

Market Areas

During the years ended December 31 2007 and 2006 the Company sold zero and five rights to develop new market areas, respectively.

NOTE 13 - Company Owned Store

In August 2006, the Company took possession of an abandoned location in Fort Worth Texas. The Company committed to operating the location until it could find a buyer. The Texas location generated revenue and loss from operations of approximately $116,000 and $30,000, respectively, in 2007 and $183,000 and $2,000, respectively, in 2006. The store was sold during the first quarter, 2007.

NOTE 14 - Retirement Plan

In November, 2006, the Company adopted a qualified deferred arrangement 401(k) plan where employees may contribute up to the Internal Revenue Service deferred compensation limit for 401(k) plans, which was $15,500 in 2007. The plan allows the Company to make optional non-elective contributions into the plan for full-time employees up to 6% of employee's wages. Company contributions to the plan (which are expensed when incurred) for the years ended December 31, 2007 and 2006 were $0 and $22,594, respectively.

F-13

--------------------------------------------------------------------------------

NOTE 15- Sale of Building

In March 2007, the Company purchased a building in West Babylon, New York for approximately $819,000. The purchase was financed by cash on hand at the time of the purchase and by the utilization of a line of credit established by the Company in 2006. Included in the cost of the building was the purchase of lease rights, from the franchisee who previously occupied the space, in the amount of $125,000. Also in March 2007, the Company sold the West Babylon building for approximately $950,000 resulting in a profit of approximately $131,000. The contract of sale required that the Company keep $200,000 in escrow until the building is evacuated and the equipment maintained by the franchisee is removed. Subsequent to December 31, 2007 the premises were emptied out and the Company had the funds held in escrow released to them.

NOTE 16-Subsequent Events

On March 27, 2008, the Company entered into an Agreement and Plan of Merger and Reorganization with Extreme Mobile Coatings, Inc. ("Extreme"), Extreme Acquisition Company, Inc.("Extreme Acquisition") and TFB Acquisition Company, LLC ("TFB"), which contemplates the Company's acquisition of Extreme, by way of a merger of Extreme Acquisition, a wholly owned subsidiary of the Company, with and into Extreme. Under the terms of the merger agreement, the existing shareholders of Extreme will be issued 9,355,000 unregistered shares of the Company's common stock after giving effect to a proposed 1 for17 reverse split of the Company's common stock and Extreme will become a wholly owned subsidiary of the Company. The shares will represent approximately 94% of the Company's outstanding common stock after completion of the merger. Extreme is in the business of (1) offering franchises to operate a mobile business which provides painting or coatings on various surfaces using a patented system and (2) operating a mobile coating business in Kentucky. The agreement also contemplates that at the time of the merger into Extreme, the assets owned by the Company in connection with conducting its existing business (the "Automotive Assets") will be sold to TFB, a newly formed company controlled by Robert Baskind, Chairman and President of the Company. The purchase price for the Automotive Assets will consist of (1) the assumption of substantially all of the Company's liabilities,
(2) the release of the Company by Mr. Baskind from all existing and future claims, liabilities and obligations under his employment agreement with the Company and (3) the surrender of 75,000 shares of the Company's common stock after giving effect to the reverse stock split, for cancellation. As a result of the merger and the disposition of the Company's existing business to TFB, the business of Extreme will represent the Company's sole line of business after the closing of transactions contemplated by the merger. In connection with the consummation of the transactions contemplated by the merger agreement, the directors and officers of the Company, will be replaced by designees of Extreme. The closing of the transactions contemplated by the merger agreement is scheduled to take place within five days after the date when each of the conditions precedent to closing set forth in the merger agreement have been fulfilled, including, among others, approval of such transactions by the stockholders of the Company. No assurance can be given that the stockholders of the Company will approve the transactions or that the transactions will be consummated.

F-14

--------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm On Supplemental Financial Information

To the Board of Directors and Stockholders of Tilden Associates, Inc.

My report on the audit of the basic consolidated financial statements of Tilden Associates, Inc. and subsidiaries for the years 2007 and 2006 appears on page F-1. The audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.

The supplementary information presented in the schedule of selling, general and administrative expenses that appears on page F-17, is presented for the purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements for the years 2007 and 2006 and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Michael T. Studer CPA P.C.
----------------------------------
Freeport, New York
April 11, 2008




F-15

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TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES

Year Ended December 31,
----------------------------
2007 2006
------------ ------------
Salaries and wages $ 206,853 $ 194,869
Officer's salary 144,352 147,404
Payroll and other taxes 23,740 21,520

Bad debt expense 209,783 534,356
Professional fees 138,040 104,561
Consulting 29,940 30,808

Rent 18,796 20,077
Office expense 26,277 18,528
Telephone expense 12,172 8,671

Fees and licenses 12,273 19,229
Amortization expense 1,519 1,519
Depreciation expense 6,566 2,792

Travel and entertainment 26,286 62,652
Trade shows 7,595 14,075
Training 10,000 6,200
Automobile expense 15,820 11,093

Settlement costs -- 20,000
Advertising 5,767 --
Insurance 13,919 7,416
Miscellaneous expense 13,181 36,672
------------ ------------

$ 922,879 $ 1,262,442
============ ============




F-16

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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: April 14, 2008 TILDEN ASSOCIATES, INC.

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




In accordance with the Exchange Act, this report has been signed below by the following 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 April 14, 2008
--------------------- Chief Executive Officer
Robert Baskind (Principal Executive and
Financial Officer)





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Exhibit 31.1

CERTIFICATIONS

I, Robert Baskind, certify that:

1. I have reviewed this annual report on Form 10-KSB of Tilden Associates, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date /s/ Robert Baskind
April 14, 2008 -----------------------------------------
Robert Baskind
Chairman, Chief Executive Officer,
President and Chief Financial Officer





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Exhibit 32.1

CERTICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Tilden Associates, Inc. (the "Company") on Form 10-KSB for the period ending December 31, 2007 as filed with the Securities and Exchange Commission on April 14, 2008 (the "Report"), I, Robert Baskind, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert Baskind
----------------------------
Robert Baskind,
Chairman, President,
Chief Executive Officer
and Chief Financial Officer
Date April 14, 2008