TLDN Telidyne Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

Commission file number 0001027484

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

The number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: August 15, 2008 was 11,385,903 shares of Common Stock - $.0005 par value.

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

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [ ]

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

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

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

Table of Contents for Form 10-Q

 Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 Consolidated Balance Sheets at June 30, 2008 (unaudited)
 and December 31, 2007 (audited) 3

 Consolidated Statements of Income for the Three and Six Month
 Periods Ended June 30, 2008 and 2007 (unaudited) 4

 Consolidated Statements of Cash Flows for the Six
 Month Periods Ended June 30, 2008 and 2007 (unaudited) 5

 Notes to Condensed Consolidated Financial Statemtents 6 - 10


Item 2. Management's Discussion and Analysis or Plan of Operation 11 - 13

Item 3. Controls and Procedures 15

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


 June 30, December 31,
 2008 2007
 ------------- -------------
 (Unaudited)
 ASSETS

Cash and cash equivalents $ 508,446 $ 526,293
Accounts and notes receivable - net of allowance for doubtful accounts of
 $450,163 and $367,910 at June 30, 2008 and December 31, 2007, respectively 255,142 286,850
Inventory 4,300 4,300
Escrow receivable -- 175,000
Prepaid expenses and other current assets 39,653 6,679
Other receivable 4,722 7,222
 ------------- -------------
 Total current assets 812,263 1,006,344
 ------------- -------------
Property and equipment, net of accumulated depreciation
 of $30,078 and $28,261, respectively 30,163 48,341
 ------------- -------------
Intangible assets, net of accumulated amortization
 of $129,369 and $128,627, respectively 323,295 323,067
Deposit on purchase of property 3,000 3,000
Security deposits 71,685 59,685
Accounts and notes receivable, net of current portion 147,807 69,399
 ------------- -------------
 Total other assets 545,787 455,151
 ------------- -------------
 Total assets $ 1,388,213 $ 1,509,836
 ============= =============

 LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued expenses $ 263,393 $ 313,115
Deposits on franchise acquisitions 229,217 231,717
Income taxes payable 33,432 34,983
Notes payable 18,700 18,700
 ------------- -------------
 Total current liabilities 544,742 598,515

Security deposits 126,358 126,358
 ------------- -------------
 Total liabilities 671,100 724,873
 ------------- -------------

STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
 11,425,903 shares issued and outstanding at June 30,
 2008 and December 31, 2007, respectively 5,713 5,713
Additional paid-in capital 1,639,966 1,639,966
Retained earnings (accumulated deficit) (908,566) (840,716)
 ------------- -------------
 737,113 804,963
Less: treasury stock - 40,000 shares, stated at cost (20,000) (20,000)
 ------------- -------------
 Total stockholders' equity 717,113 784,963
 ------------- -------------
 Total liabilities and stockholders' equity $ 1,388,213 $ 1,509,836
 ============= =============

See notes to consolidated financial statements.

 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)

 Three Months Ended June 30, Six Months Ended June 30,
 ---------------------------- ----------------------------
 2008 2007 2008 2007
 ------------ ------------ ------------ ------------
REVENUES
 Initial franchise acquisition fees $ -- $ -- $ 25,000 $ 50,000
 Royalty fees 135,887 161,764 279,444 313,898
 Market area sales -- -- -- --
 Sales from operation of Company owned stores 5,916 18,984 5,916 128,283
 Sale of equipment purchased for resale -- 23,400 -- 23,400
 Sale of Company owned location -- -- 65,000 --
 Rental income 108,434 107,060 242,878 224,293
 Miscellaneous income 5,833 7,298 14,435 13,883
 ------------ ------------ ------------ ------------
 Total revenues 256,070 318,506 632,673 753,757
 ------------ ------------ ------------ ------------

COST OF REVENUES
 Broker's fees -- 7,500 -- 40,700
 Costs of Company owned location sold -- -- 14,725 --
 Franchise development fees 6,328 5,519 13,268 12,943
 Costs of operation of Company owned stores -- 8,970 -- 125,072
 Costs of equipment for resale -- 19,150 -- 19,150
 Rent paid for real estate sublet 112,140 138,364 243,806 262,032
 ------------ ------------ ------------ ------------
 Total cost of revenues 118,468 179,503 271,799 459,897
 ------------ ------------ ------------ ------------

Gross profit 137,602 139,003 360,874 293,860
Selling, general and administrative expenses 195,794 161,653 450,683 373,786
 ------------ ------------ ------------ ------------
Income (loss) from operations before other income and
expenses and provision for income taxes (58,192) (22,650) (89,809) (79,926)
 ------------ ------------ ------------ ------------

OTHER INCOME (EXPENSES)
 Interest income 8,736 5,304 21,959 7,899
 Interest expense -- (102) -- (948)
 Gain on sale of building -- -- -- 131,043
 ------------ ------------ ------------ ------------
 Total other income (expenses) 8,736 5,202 21,959 137,994
 ------------ ------------ ------------ ------------

Income (loss) before provision for income taxes (49,456) (17,448) (67,850) 58,068
Provision for income taxes
 Current -- -- -- --
 Deferred -- -- -- --
 ------------ ------------ ------------ ------------
 Net income (loss) $ (49,456) $ (17,448) $ (67,850) $ 58,068
 ============ ============ ============ ============

Per Share Data
 Basic earnings per share $ (0.00) $ (0.00) $ (0.01) $ 0.01
 ------------ ------------ ------------ ------------
 Diluted earnings per share $ (0.00) $ (0.00) $ (0.01) $ 0.01
 ------------ ------------ ------------ ------------

Weighted average shares outstanding
 Basic 11,385,903 11,385,903 11,385,903 11,385,903
 ------------ ------------ ------------ ------------
 Diluted 11,385,903 11,385,903 11,385,903 11,385,903
 ------------ ------------ ------------ ------------

See notes to consolidated financial statements.

 TILDEN ASSOCIATES, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)


 Six Months Ended
 June 30,
 ----------------------------
 2008 2007
 ------------ ------------
Operating Activities
 Net income (loss) $ (67,850) $ 58,068
 Adjustments to reconcile net income to net cash provided by
 (used for) operating activities:
 Depreciation and amortization 4,575 4,141
 Provision for doubtful accounts 120,479 37,786
 Sale of equipment financed by note receivable 14,725 --
 Changes in operating assets and liabilities
 Accounts and notes receivable (167,179) (101,666)
 Inventory -- (10,750)
 Other receivable 2,500 18,056
 Prepaid expenses (32,974) 15,583
 Security deposits receivable (12,000) 65,800
 Accounts payable and accrued expenses (49,722) 114,787
 Deposits on franchise acquisitions (2,500) 51,500
 Income taxes payable (1,551) (5,480)
 Escrow receivable 175,000 (200,000)
 ------------ ------------
Net cash provided by (used for) operating activities (16,497) 47,825
 ------------ ------------

Investing Activities
 Renewal of trademark (1,350) --
 Purchase of trademark -- (7,875)
 ------------ ------------
Net cash used for investing activities (1,350) (7,875)
 ------------ ------------

Net increase (decrease) in cash (17,847) 39,950
Cash and cash equivalents at beginning of the period 526,293 570,064
 ------------ ------------

 Cash and cash equivalents at end of the period $ 508,446 $ 610,014
 ============ ============

Supplemental Cash Flow Information:
 Interest paid $ -- $ 948
 ============ ============
 Income taxes paid $ 1,551 $ 5,480
 ============ ============

See notes to consolidated financial statements.

TILDEN ASSOCIATES, INC and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - Organization and Business Operations

The Company was incorporated in the state of Delaware in June 1995 and is in the business of selling automotive franchises and administering and supporting full service automotive repair centers under the name "TILDEN FOR BRAKES CAR CARE CENTERS". The majority of franchises are currently located in New York, Florida and Colorado, with twelve states being represented and expansion plans for several additional states.

NOTE 2 - Interim Financial Statements

The unaudited financial statements as of June 30, 2008 and for the three and six months ended June 30, 2008 and 2007 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 June 30, 2008 and the results of operations and cash flows for the periods ended June 30, 2008 and 2007. 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 six months ended June 30, 2008 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2008. The balance sheet at December 31, 2007 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, 2007 as included in our report on Form 10-KSB.

NOTE 3 - Accounts and Notes Receivable

Accounts and notes receivable consisted of the following:

 June 30, December 31,
 2008 2007
 ------------ ------------
Trade receivables from franchisees $ 678,878 $ 627,913
Installment loans due from June 30, 2009 to December 31, 2009
at 10% interest. 174,234 96,247
 ------------ ------------
 853,112 724,159
Less allowance for doubtful accounts (450,163) (367,910)
 ------------ ------------
 402,949 356,249
Less current portion (255,142) (286,850)
 ------------ ------------
Non-current accounts and notes receivable $ 147,807 $ 69,399
 ============ ============

NOTE 4 - Property and Equipment

Property and equipment consisted of the following:

 June 30, December 31,
 2008 2007
 ------------ ------------
Machinery and shop equipment $ 42,925 $ 59,286
Signage 5,623 5,623
Furniture 11,693 11,693
 ------------ ------------
 60,241 76,602
Less accumulated depreciation (30,078) (28,261)
 ------------ ------------
Property and equipment, net of accumulated depreciation $ 30,163 $ 48,341
 ============ ============

Depreciation expense for the six months ended June 30, 2008 and 2007 was $3,453 and $3,365, respectively. During the first quarter ended March 31, 2008 the Company sold equipment held at a company-owned location to a franchisee. The equipment cost $16,361 and had accumulated depreciation of $1,636.

NOTE 5 - Intangible Assets

Intangible assets consisted of the following:

 June 30, December 31,
 2008 2007
 ------------ ------------
Trademarks $ 44,099 $ 42,749
Franchise and market area rights 408,945 408,945
 ------------ ------------
 453,044 451,694
Less accumulated amortization (129,749) (128,627)
 ------------ ------------
Intangible Assets, net of accumulated amortization $ 323,295 $ 323,067
 ============ ============

At 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 six months ended June 30, 2008 and 2007 in the amounts of $1,122 and $776, respectively.

NOTE 6 - Notes Payable

Notes payable consisted of the following:

 June 30, December 31,
 2008 2007
 ------------ ------------
Notes payable bearing interest up to 25% maturing 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 with a stated rate of interest of prime plus one percentage point. The line is secured by the assets of the Company. During 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. As of June 30, 2008, the Company has not utilized any of the available line of credit.

NOTE 7 - Income Taxes

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

Consolidated income tax expense consisted of the following:

 Six Months Ended
 June 30,
 ----------------------------
 2008 2007
 ------------ ------------
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 of financial accounting and tax purposes. The sources of deferred income taxes and their tax effects are the result of nondeductible provisions for doubtful accounts and net operating loss carryforwards. The benefit resulting from deferred taxes has been fully reserved.

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

 Six Months Ended
 June 30,
 ----------------------------
 2008 2007
 ------------ ------------
Federal income tax (benefit) at 35% statutory income tax rate $ (23,748) $ 20,324

Nondeductible increase in allowance for doubtful accounts 28,789 7,782

Change in valuation allowance (5,041) (28,106)
 ------------ ------------
Provision for income taxes $ -- $ --
 ============ ============

Net operating loss carryovers at December 31, 2007 were approximately $285,000 and will expire in 2027. The Company does not anticipate fully utilizing these carryovers in 2008.

NOTE 8 - Commitments and Contingencies

Leases

The Company, through various subsidiaries, sub-lets properties to several franchisees. Additionally, several franchisees sub-let property from affiliates of the Company's President (See Note 10). Franchisees typically pay rent on these properties to the subsidiaries. In some circumstances, franchisees may pay rent directly to the lessors of the operating leases. Future minimum lease payments under these operating leases for the years ended December 31, are as follows:

2008 $ 156,816
2009 302,447
2010 248,381
2011 233,921
2012 200,851
2013 and thereafter 861,046
 ------------
 $ 2,003,462
 ============

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 six months ended June 30, 2008 and 2007 was $12,756 and $6,721, respectively. Future minimum lease payments under this operating lease for the year ended December 31, 2008 is $3,060.

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 $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.

Litigation

In the normal course of business, the Company and its subsidiaries are subject to various claims and legal proceedings. If management believes that a loss arising from these matters is probable and can be reasonably estimated, the Company records the amount of the estimated loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in results of operations.

NOTE 9 - Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk include cash and accounts and notes receivable. At June 30, 2008 two accounts exceeded federally insured limits by approximately $276,000 and at December 31, 2007 two accounts exceeded the federally insured limits by approximately $272,000. Also, at June 30, 2008 and December 31, 2007, the Company had accounts and notes receivable from franchisees of approximately $402,900 and $356,300, respectively, net of an allowance for doubtful accounts of approximately $450,200 and $367,900, 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, Texas and Colorado.

NOTE 10 - Related Party Transactions

Franchise Facilities

The Company rents certain Franchise locations owned or leased by the Company's president and affiliates, which are sublet to Franchisees. For the six months ended June 30, 2008 and the year ended December 31, 2007, rent paid to the Company's president and affiliates for real estate sublet was $27,675 and $67,706 respectively. Management believes that the lease payments made by the Company to these officers, directors, and affiliates are at fair market value and are approximately equal to the rent charged to the Franchises occupying each facility.

NOTE 11 - Stock Options

Tilden Associates, Inc. Stock Option Plans

From May 1998 to December 2005, the Company adopted several Tilden Associates, Inc. Stock Option Plans ("the Plans") on an annual basis. The Company may issue incentive options for a term of no greater than ten years and non-incentive stock options for a term of no greater than eleven years. The incentive stock options may be issued with an exercise price of no less than 100% of the fair market value of the stock at the time of the grant. However, in the case of employees holding greater than 10% of the Company's common stock, the option price shall not be less than 110% of the fair market value of the stock at the time of the grant and the term of the option may not exceed five years. The non-incentive stock options may be issued with an exercise price of

no less than 50% of the fair market value of the stock at the time of the grant. Additionally, options may be granted to any eligible person for shares of common stock of any value provided that the aggregate fair market value of the stock with respect to which incentive stock options are exercisable for 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 stock options issued in the years 2001 to 2005. On September 11, 2006, the action was settled.

No stock options were granted in 2007 or in the six months ended June 30, 2008. At June 30, 2008, there are no stock options outstanding.

NOTE 12 - 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 June 30, 2008, the balance receivable on the agreement was $4,722.

NOTE 13 - Franchises and Market Area Activities

Franchises

During the six months ended June 30, 2008 and 2007, the Company sold one and two new franchises, respectively. As of June 30, 2008 and 2007, the Company had 45 and 51 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 six months ended June 30, 2008 and 2007, the Company sold no rights to develop new market areas.

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. For the six months ended June 30, 2008, Company contributions to the plan (which are expensed when incurred) were $0.

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. In February 2008, the building was evacuated and the Company received the balance of funds held in escrow.

NOTE 16 - Agreement and Plan of Merger and Reorganization

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 contemplated 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 were to 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 was to become a wholly owned subsidiary of the Company. The shares were to 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 contemplated 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") were to 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 was to 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 was to 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, were to be replaced by designees of Extreme. The closing of the transactions contemplated by the merger agreement were scheduled to take place within five days after the date when each of the conditions precedent to closing set forth in the merger agreement were fulfilled, including, among others, approval of such transactions by the stockholders of the Company. In June 2008, the Agreement and Plan of Merger and Reorganization was terminated.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Company's consolidated financial statements and notes thereto included elsewhere herein. The statements disclosed herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company's actual results could differ materially from those projected in the forward-looking statements as a result of certain risks and uncertainties, including, but not limited to, competition in the finance industry for franchising companies and retail automobile and truck repair service, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.

Tilden Associates, Inc. (the "Company") is a Delaware Corporation. Its principal business is to sell automotive franchises and to administer and support full service automotive repair centers carrying its trademarks. The Company's operations are based at 300 Hempstead Turnpike, West Hempstead, New York, 11552.

Revenue decreased to approximately $256,000 in the second quarter of 2008 from approximately $319,000 in the second quarter of 2007, representing a 20% decrease. The decrease in overall revenue was primarily attributed to decreases in royalty fees, sales of equipment purchased for resale and sales from the operation of company owned stores of approximately $26,000, $23,000 and $13,000, respectively. The decrease in royalties was attributable to a net reduction of six franchises due to store closings since July, 2007. The decrease in sales of equipment purchased for resale was attributable to fewer stores requiring equipment in the second quarter of 2008 compared to the second quarter of 2007. The decrease in sales from the operation of company owned stores was attributable to the closing of its Texas store in 2007 which left the Company with no sales from operation of company owned stores during the second quarter of 2008.

Cost of revenues decreased to approximately $118,000 in the second quarter of 2008 from approximately $180,000 in the second quarter of 2007, representing a 44% decrease. As a percentage of revenue, cost of revenues were 46% and 56%, respectively for the periods reported. The overall decrease was primarily attributable to decreases in the rent paid for real estate sublet, costs of the equipment for resale, and costs of operation of company owned stores of approximately $26,000, $19,000 and $9,000, respectively. The decrease in rent paid for real estate sublease was a result of decreased rent paid on locations, which are either sublet to franchisees or incurred upon the Company's operation of company owned locations. The decrease in the costs of equipment for resale relates to fewer stores requiring equipment in the second quarter of 2008 compared to the second quarter of 2007.The decrease in costs of operation of company owned stores was a result of the Company's closing of its company owned location in 2007.

Selling, general and administrative expenses increased to approximately $196,000 in the second quarter of 2008 from approximately $162,000 in the second quarter of 2007, representing a 21% increase. The changes in the composition of selling, general and administrative expenses during the second quarter were predominately attributed to increases in bad debt expense, officer's salary and insurance of approximately $14,000, $13,000 and $9,000, respectively. The increase in bad debt expense during the second quarter of 2008 was attributable to an increase in the number of franchises requiring reserve for bad debt during the period, which the Company believes is a result of the economic downturn affecting many of its franchised locations. The increase in officer's salary is attributable to a change made during the second quarter of 2008, in the timing of how the Company's chief executive officer receives his compensation. The increase in insurance was attributable to the Company's initiation of a directors and officer's insurance policy during the second quarter of 2008.

Revenue decreased to approximately $633,000 through the second quarter of 2008 from approximately $754,000 through the second quarter of 2007, representing a 16% decrease. The decrease in overall revenue was primarily attributed to decreases in sales from the operation of company owned stores, royalty fees, initial franchise acquisition fees and sales of equipment purchased for resale of approximately $122,000, $34,000,$25,000 and $23,000, respectively. These decreases were offset by increases in sales of company owned locations and in rental income of approximately $65,000 and $19,000, respectively. The decrease in sales from the operation of company owned stores was attributable to the closing of its Texas store in 2007 which left the Company with no sales from operation of company owned stores during through the second quarter of 2008. The decrease in royalties was attributable to a net reduction of six franchises due to store closings since July of 2007. The decrease in initial franchise acquisition fees is attributable to the sale of one new franchise through the second quarter 2008 compared to two through the second quarter of 2007. The decrease in sales of equipment purchased for resale was attributable to fewer stores requiring equipment during the first six months of 2008 as compared to the first six months of 2007. The increase in sale of company owned location is attributable to the Company's sale of one company owned location through the second quarter 2008 compared to no sale of company owned locations through the second quarter 2007. The increase in rental revenue was primarily attributable to the increase in franchises obligated to the Company under sub-lease agreements through the second quarter of 2008 compared to through the second quarter of 2007, a result of the franchising of a company owned location, which now pays rent to the Company.

Cost of revenues decreased to approximately $272,000 through the second quarter of 2008 from approximately $460,000 through the second quarter of 2007, representing a 41% decrease. As a percentage of revenue, cost of revenues were 43% and 61%, respectively for the periods reported. The overall decrease was primarily attributable to decreases in the costs of the operation of company owned stores, broker fees and costs of equipment for resale of approximately $125,000, $41,000 and $19,000, respectively. These decreases have been offset by an increase in cost of locations purchased for resale of approximately $15,000. The decrease in the costs of the operation of Company-owned stores was a result of the closing of its Texas store in 2007, which left the Company with no cost of operation of company owned stores through the first six months of 2008. 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, through the second quarter of 2008 compared to the second quarter of 2007. The decrease in the costs of equipment for resale relates to fewer stores requiring equipment through the second quarter of 2008 compared to the first six months of 2007. The increase in costs of locations purchased for resale relates to the cost incurred in connection with its sale of one company owned location through the second quarter of 2008 as compared to no sales of company locations through the first six months of 2007.

Selling, general and administrative expenses increased to approximately $451,000 through the second quarter of 2008 from approximately $374,000 through the second quarter of 2007, representing a 21% increase. The changes in the composition of selling, general and administrative expenses through the second quarter were predominately attributed to increases in bad debt expense, officer's salary and insurance expense of approximately $86,000, $14,000 and $10,000 offset by decreases in professional fees and training expenses of approximately $18,000 and $8,000, respectively. The increase in bad debt expense through the second quarter of 2008 was attributable to an increase in the number of franchises requiring reserve for bad debt during the period, which the Company believes is a result of the economic downturn affecting many of its franchised locations. The increase in officer's salary is attributable to a change made during the second quarter of 2008, in the timing of how the Company's chief executive officer receives his compensation. The increase in insurance was attributable to the Company's initiation of a directors and officer's insurance policy during the second quarter of 2008. The decrease in professional fees is attributable to the Company's incurring of increased professional fees in connection with the contemplated asset purchase and reorganization agreement which the Company attempted to execute in 2007 as compared with professional fees incurred through the second quarter 2008. The decrease in training expenses was primarily attributable to a decrease in prospective new franchisees, who required training, through the second quarter of 2008 as compared with training expenses incurred through the second quarter of 2007.

Working capital at June 30, 2008 was approximately $268,000, compared to working capital of approximately $408,000 at December 31, 2007. The ratio of current assets to current liabilities was 1.5:1 at June 30, 2008 and 1.7:1 at December 31, 2007. Cash flow used for operations through the second quarter of 2008 was approximately $17,000 compared to the cash flow provided by operations through the second quarter of 2007 of approximately $48,000.

Accounts receivable - trade, net of allowances, increased to approximately $403,000 at June 30, 2008 from approximately $356,000 at December 31, 2007.

Accounts payable and accrued expenses decreased to approximately $263,000 at June 30, 2008 from approximately $313,000 at December 31, 2007.

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 has secured a $250,000 line of credit (see Note 6 to Consolidated Financial Statements. As of June 30, 2008, the Company has not utilized the line.

Our significant accounting policies are described in Note 1 to the financial statements included in our annual report on Form 10-KSB. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The following policies, we believe, are our most critical accounting policies and are explained below.

Use of Estimates

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

Revenue Recognition

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

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

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

ITEM 3. CONTROLS AND PROCEDURES

a) Evaluations of disclosure controls and procedures.

Based on an evaluation of the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days of the filing date of this quarterly report, the Chairman, Chief Executive Officer and Chief Financial Officer, who is the same person, concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company's periodic SEC filings.

b) Changes in internal control.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits

31.1 Certification of Chief Executive Officer and Acting Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

(b) Reports on Form 8-K

None.

TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

SIGNATURES

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

Date: August 18, 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 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, August 18, 2008
 --------------------- President, Chief Executive
 Robert Baskind Officer (Principal Executive
 and Financial Officer)

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