~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

~~Washington,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

~~SECURITIES~~For ~~EXCHANGE~~the ~~ACT~~fiscal OFyear ~~1934~~ended: December 31, 2011

~~For~~£ TRANSITION ~~the~~REPORT ~~Fiscal~~UNDER ~~Year~~SECTION ~~Ended~~13 ~~December~~OR ~~31,~~15(d) ~~2010~~OF THE SECURITIES EXCHANGE ACT OF 1934

Commission ~~File~~file ~~Number~~number: 000-30754

~~TILDEN~~CARRIER ~~ASSOCIATES~~ALLIANCE HOLDINGS, INC.

(~~Name~~Exact name of ~~small~~registrant ~~business~~as ~~issuer~~specified in ~~Its Charter~~its charter)

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

~~300~~120C ~~Hempstead~~Wilbur ~~Turnpike~~Place Bohemia, New York 11776 (Address of principal executive offices)

~~West~~(646) ~~Hempstead, New York 11552~~307-6911

(~~address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including area ~~offices~~code) ~~(Zip Code)~~

~~Registrant’s~~Securities ~~Telephone~~registered ~~Number,~~under ~~including~~Section ~~area code:~~ 12(~~516~~b) ~~746-7911~~of the Exchange Act: None

Securities registered ~~pursuant~~under to Section 12(bg) of the Exchange Act: ~~NONE~~

~~Securities~~Common ~~registered~~Stock, ~~pursuant~~$0.005 topar ~~Section 12(g) of the Exchange Act:~~value

(Title of ~~Each~~ Class:)

~~Common~~Indicate ~~Stock~~by ~~(par~~check ~~value~~mark $if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.~~0005~~ ~~per~~Yes ~~share)~~£ No S

Indicate by check mark if the registrant is not arequired ~~well-known~~to ~~seasoned~~file ~~issuer,~~reports aspursuant ~~defined~~to inSection ~~Rule~~13 ~~405~~or Section 15(d) of the ~~Securities~~ Act. Yes £ No S

~~YES~~Indicate oby NOcheck xmark whether the 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.

~~Indicate~~Yes by£ ~~check~~No ~~mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.~~S

~~YES~~Indicate oby NOcheck xmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No £

Indicate by ~~checkmark~~check ~~whether~~mark ~~the~~if ~~registrant~~disclosure ~~(1)~~of ~~filed~~delinquent filers ~~all~~pursuant ~~reports~~to ~~required~~Item to405 beof ~~filed~~Regulation byS-K ~~Section~~is 13not orcontained ~~Section~~herein, ~~15(d)~~and ofwill ~~the~~not ~~Exchange~~be ~~Act~~contained, ~~during~~to the ~~past~~best 12of ~~months~~registrant’s knowledge, ~~(or~~in ~~for~~definitive ~~such~~proxy ~~shorter~~or ~~period~~information ~~that~~statements ~~Registrant~~incorporated ~~was~~by ~~required~~reference toin ~~file~~Part ~~such~~III ~~reports)~~of ~~and~~this ~~(2)~~Form ~~has~~10-K ~~been~~or ~~subject~~any amendment to ~~such~~this ~~filing~~Form ~~requirements for the past 90 days~~10-K. £

~~YES~~Indicate xby NOcheck omark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

~~Indicate~~Large byaccelerated ~~checkmark~~filer ~~whether~~£ ~~the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S~~Non-Taccelerated ~~during~~filer ~~the~~£ ~~preceding~~Accelerated 12filer ~~months~~£ ~~(or~~Smaller ~~for~~reporting ~~shorter~~company ~~period that the issuer was required to submit and post such files).~~S

~~YES~~Indicate oby NOcheck xmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

~~Indicate~~The byaggregate ~~checkmark~~market ifvalue ~~disclosure~~ of ~~delinquent~~registrant’s voting ~~filers~~and innon-voting ~~response~~common toequity ~~Item~~held ~~405~~by ~~of Regulation S~~non-Kaffiliates is(as ~~not~~defined ~~contained~~by inRule ~~this~~12b-2 ~~form,~~of ~~and~~the ~~will~~Exchange ~~not~~Act) becomputed ~~contained,~~by reference to the ~~best~~average ofbid ~~registrant’s~~and ~~knowledge,~~asked inprice ~~definitive proxy or information statements incorporated by reference in Part III~~ of ~~this~~such ~~Form~~common ~~10-KSB~~equity oron ~~any~~June ~~amendment~~30, to2012, ~~this~~was ~~Form 10-KSB o~~$87,973.

~~Indicate~~As byof ~~checkmark~~February ~~whether the registrant is a large accelerated filer~~19, ~~an accelerated filer~~2013, ~~a non-accelerated filer~~85,608,596 shares ~~or a smaller reporting company. See definitions~~ of ~~“large~~common ~~accelerated~~stock ~~filer”,~~were ~~“accelerated~~issued ~~filer”~~ and ~~“smaller reporting company” in Rule 12b-2 of the exchange Act~~outstanding.

~~Large~~Documents ~~accelerated~~Incorporated ~~filer~~By oReference: ~~Accelerated filer o Non-accelerated filer o Smaller reporting company x~~None

~~Indicate~~TABLE byOF ~~checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).~~CONTENTS

YES o NO x

PART I

Item 1.	Business.	3
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	7
Item 2.	Properties.	7
Item 3.	Legal Proceedings.	7
Item 4.	Mine Safety Disclosures.	7

PART II

Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8
Item 6.	Selected Financial Data.	10
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	13
Item 8.	Financial Statements	13
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	13
Item 9A.	Controls and Procedures.	13
Item 9B.	Other Information.	14

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	14
Item 11.	Executive Compensation.	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	17
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	20
Item 14.	Principal Accounting Fees and Services.	21

PART IV

Item 15.	Exhibits, Financial Statements Schedules.	22

SIGNATURES

~~State issuer’s revenues for its most recent fiscal year was $1,403,654~~2

The aggregate market value of the Common Stock held by non-affiliates of the Registrant was approximately $285,000 based upon the $0.025 last bid price of these shares on the Pink Sheets on April 11, 2011.

As of April 11, 2011, there were 11,385,903 outstanding shares of Common Stock, $.0005 par value per share.

PART I

~~ITEM~~Item 1. ~~DESCRIPTION OF BUSINESS~~Business.

~~Tilden~~As ~~Associates,~~used ~~Inc.~~in isthis aAnnual ~~Corporation~~Report ~~organized and existing under the laws of the State of Delaware and was incorporated~~ on ~~June~~Form ~~26, 1995. Tilden’s principal place of business is 300 Hempstead Turnpike~~ 10-K (~~Suite~~this ~~110~~“Report”), ~~West~~references ~~Hempstead,~~to ~~New~~the ~~York~~“Company,” ~~11552.~~the ~~We do not maintain any sales offices at places other than our principal place of business: however~~“Registrant,” “we,” do“our” or ~~retain~~“us” ~~the~~refer ~~services~~to ofCarrier ~~Market~~Alliance ~~Developers~~Holdings, ~~who~~Inc., ~~operate~~formerly known as ~~Franchise~~Tilden ~~Sales~~Associates, ~~Brokers~~Inc.

WeCertain ~~sell~~statements ~~Franchises~~contained toin ~~Franchisees~~this ~~for~~report, including statements regarding the ~~operation~~anticipated development and expansion of ~~retail~~our ~~Automotive~~business, ~~Centers~~our ~~known~~intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “~~Tilden~~may,” “will,” ~~for~~“should,” ~~Brakes~~“expects,” ~~Car~~“anticipates,” ~~Care~~“contemplates,” ~~Centers~~“estimates,” “believes,” (“~~Tilden~~plans,” ~~Centers~~“projected,”) “predicts,” “potential,” or “continue” or the negative of these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

~~The~~All ~~Tilden~~forward-looking ~~family~~statements ~~has~~speak ~~long~~only ~~been~~as of ~~associated with~~ the ~~automotive~~date ~~repair~~on ~~industry.~~which ~~S.G.~~they ~~Tilden,~~are ~~Incorporated, was founded by the late Sydney G~~made. ~~Tilden~~We inundertake ~~1923.~~no ~~Prior~~obligation to ~~1966~~update ~~all~~such ~~Tilden~~statements ~~brake~~to ~~shops~~reflect ~~were~~events ~~owned~~that byoccur ~~S.G. Tilden, Incorporated and operated by company employees. In~~ or ~~about~~circumstances that ~~1966,~~exist ~~the~~after ~~company owned shops were sold to~~ the ~~then~~date ~~shop~~on ~~managers,~~which ~~who~~they ~~became~~are ~~Franchisees of S.G. Tilden~~made, ~~Incorporated.~~except ~~From~~as ~~1976~~required toby ~~1995,~~federal ~~S.G.~~securities ~~Tilden Management Corp. (“Tilden Management”) was empowered to Franchise the name “Tilden for Brakes Car Care Centers” ©,~~ and ~~the~~any ~~good~~other ~~will~~applicable ~~and operating expertise developed since 1923~~law. Tilden Management offered franchises of Tilden for Brakes Car Care Centers ©from 1976 to 1995. In July of 1995, Tilden Associates, Inc. secured all of the franchise rights and related trademarks, copyrights, etc. from S.G. Tilden Management Inc. Tilden Associates, Inc. is currently the only entity empowered to Franchise the name “Tilden for Brakes Car Care Centers” ©.

InAll ~~June~~the ofnumbers ~~1998, Tilden acquired 20 Franchised Automotive Service Outlets~~ in ~~Dade,~~this ~~Broward~~Report ~~and~~relating ~~Palm Beach Counties, Florida which were converted~~ to the ~~Tilden~~share ~~Centers~~capital ~~owned~~of ~~and~~the ~~operated~~Company byreflect ~~Franchisees.~~the Inone ~~December~~for ~~1998,~~ten ~~Tilden~~(1:10) ~~acquired~~reverse 13stock ~~Franchised~~split ~~Automotive~~effectuated ~~Service~~by ~~Outlets in~~ the ~~States~~Company ofon ~~Georgia,~~May ~~Massachusetts~~3, ~~New Hampshire, Minnesota and Indiana which were converted to Tilden Centers, owned and operated by Franchisees~~2012.

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. The Company typically attempts to sell equipment to franchisees that open new Tilden locations and accordingly, equipment sales often correlate to initial franchise sales. The Company has not engaged in the operation of a Company-owned store and has not been able to sell equipment since 2007. In prior periods, the Company occasionally operated Company owned locations, on a temporary basis, when it determined that such activity would enhance the potential re-sale value of its repossessed locations. The Company has been able to re-sell store locations which are either abandoned by an outgoing franchisee, or re-possessed by the Company, to new franchisees or other store operators.Overview

InThe ~~addition,~~Company ~~the~~was ~~Company~~organized ~~owns~~under athe ~~number~~laws of the ~~realty~~State ~~corporations~~of Delaware on June 26, ~~which~~1995 ~~corporations~~under ~~are~~the ~~obligated~~name onTilden ~~leases~~Associates, ~~for~~Inc. ~~one~~On orApril ~~more~~27, of2012, in connection with the Share Exchange described below, the Company’s ~~franchise~~changed ~~locations~~its name to Carrier Alliance Holdings, Inc.

~~The~~On ~~Franchise~~February ~~Offered~~15, 2012, Tilden Associates, Inc. entered into a securities exchange agreement (the “Exchange Agreement”) with Carrier Alliance Group, Inc., a New York corporation (“Carrier Group”), and Chris Panzeca and James Stanco, the sole shareholders of Carrier (the “Carrier Shareholders”) pursuant to which the Carrier Shareholders transferred and contributed all of their shares in Carrier Group to the Company, resulting in our acquisition of all of the Carrier Group. In return, we issued to Messrs. Panzeca and Stanco an aggregate of 12,000,000 of our shares of common stock, par value $0.0005 per share (the “Tilden Exchange Shares”).

~~Tilden~~Immediately ~~Centers~~prior ~~are~~to ~~retail~~the ~~automobile~~closing, ~~service~~the ~~establishments~~Company assigned ~~devoted~~all toits assets and liabilities, including any cash, accounts receivable and franchising contracts held by the ~~service~~Company, to Tilden International, Inc., a Nevada corporation, and ~~repair~~a wholly owned subsidiary of the ~~complete~~Company ~~automobile~~(“Tilden International”). Also, ~~Tilden’s~~the ~~business~~shares isof stock of each subsidiary of the ~~franchising~~Company which existed prior to the closing of the Share Exchange, ~~design~~were assigned to Tilden International. Pursuant to the terms of the Exchange Agreement, ~~development~~the ~~and~~Company ~~management~~was ~~supervision~~supposed to effectuate a spin-out of Tilden ~~automobile~~International and ~~truck~~all ~~repair~~assets ~~and~~of ~~service~~the ~~centers.~~Company to the stockholders of record of the Company as a separate entity from the Company. The ~~franchises~~Exchange toAgreement bealso ~~offered~~provided ~~include~~that for two years from the ~~right~~closing, toTilden ~~operate~~International anor ~~automobile~~its ~~and~~designees ~~truck~~or ~~repair~~assigns will own no less than 6% of the issued and ~~service~~outstanding ~~center~~shares ~~under~~of capital stock of the ~~name~~Company on a fully diluted basis (the “Tilden Equity ~~for~~Interest”), ~~Brakes~~other ~~Car~~than ~~Care~~issuances ~~Centers”~~of ©capital ~~and~~stock relating (i) the consummation of any financing transaction unrelated to ~~receive~~any ~~instruction~~of ~~and~~the ~~advice~~parties ~~from~~or ~~Tilden~~their inrespective affiliates, unless the ~~methods~~Company receives at least $50,000 in such transaction, (ii) a merger, acquisition or other business combination unrelated to any of ~~operation~~the parties or their respective affiliates, (iii) commencing on or after the ~~Tilden~~one ~~believes~~year ~~most~~anniversary ~~likely~~of tothe ~~assure~~closing, a stock option plan approved by the ~~Franchisee~~Company’s ~~success.~~board ~~Neither~~of directors or (iv) the ~~Tilden~~issuance ~~nor~~of ~~any~~one share of ~~its~~preferred ~~Predecessors~~stock ~~has~~to ~~offered~~each ~~Franchises~~of ~~for~~Messrs. ~~any~~Panzeca ~~other~~and ~~line~~Stanco ofwhich ~~business~~provides said persons with a majority shareholder vote.

Tilden, as a result of the expenditure of time, skill, effort and money, has developed a distinctive system for the establishment and operation of Tilden Centers (the “Tilden System”). The distinguishing characteristics of the Tilden System include, without limitation, site selection guidelines; Tilden Center construction and layout; equipment selection; purchasing and inventory control methods; accounting methods; merchandising, advertising, sales, and promotional techniques; product and service guarantees; personnel training; distinctive interior and exterior design, features and furnishings; and other features relating to the operation of Tilden Centers. Tilden Centers are identified by various trademarks, trade names, service marks, logos, emblems, and trade dress consisting of or containing the words “Tilden for Brakes Car Care Centers” ©, “Tilden” ©, and/or related words, letters, and symbols.3

~~Tilden~~On ~~Centers~~February ~~are~~15, ~~generally~~2012 ~~located~~ in ~~urban~~connection orwith ~~heavily~~the Share ~~populated~~Exchange, ~~suburban~~we ~~areas.~~issued ~~Tilden~~a ~~customers~~senior ~~are~~secured ~~primarily~~promissory note (the ~~owners~~“Note”) in favor of ~~foreign~~Tilden ~~and~~International ~~domestic~~in ~~automobiles~~the amount of $50,000. ~~sports~~Although ~~utility~~the ~~vehicles,~~note ~~light~~is ~~trucks~~past due, ~~and~~it ~~vans~~was modified by the parties as described below.

~~The~~As ~~market~~a ~~for~~result ~~automotive~~of ~~services~~the isShare ~~well~~Exchange ~~developed.~~and ~~Our~~the ~~Franchises compete with~~ other transactions ~~businesses~~contemplated ~~performing similar services~~thereunder, ~~including~~Carrier ~~franchised~~Group ~~mufflers~~was ~~and~~to ~~brake~~become ~~shops,~~a ~~automobile~~subsidiary ~~service departments~~ of ~~national~~the ~~and~~Company ~~regional department stores, service stations, motor vehicle dealerships,~~ and ~~other~~Tilden ~~automotive~~International ~~repair~~became ~~centers. Automotive services are sold at~~ a wholly ~~price~~owned ~~predetermined~~subsidiary byof the ~~Franchisee to its customer; we do not establish prices at which you must offer your goods or services~~Company.

On November 14, 2012, the parties entered into an agreement pursuant to which the Carrier Shareholders, in lieu of transferring their shares of Carrier Group, exchanged their shares of NetLinx Inc., a Delaware corporation (“NetLinx”) for the Tilden Exchange Shares. The ~~Business~~shares of NetLinx transferred to the Company represented all of the issued and outstanding share capital of NetLinx on a fully-diluted basis, so that as of November 14, 2012 the parties agreed that NetLinx became a wholly-owned subsidiary of the Company. This agreement is meant to modify the Share Exchange Agreement signed in February so that the shares of Carrier Group will not be contributed to the Company.The parties also agree to modify the terms of the Note to increase the principal outstanding thereunder to $57,400, said amount and accrued interest thereon to be due and payable on December 31, 2012. The parties further agreed that the spin out of Tilden International as provided for in the Share Exchange Agreement should be deemed to occur as of March 31, 2012.

~~There~~On isFebruary an15, ~~extensive~~2012, ~~and~~the ~~growing~~effective ~~market~~date ~~for~~of the closing of the ~~automobile~~Share ~~and~~Exchange, ~~truck~~Robert ~~service~~Baskind ~~and~~resigned ~~repair~~as ~~business.~~Chief ~~The~~Executive ~~automotive~~Officer ~~service~~and ~~industry~~Chief isFinancial ~~expected~~Officer toof ~~gross~~the ~~more~~Company, Jason ~~than~~Baskind ~~one~~resigned ~~hundred~~as ~~sixty~~director ~~billion~~of ~~dollars~~the inCompany, ~~sales~~Christopher ~~this~~Panzeca ~~year~~was ~~for~~appointed ~~many~~as ~~reasons.~~Chief ~~There~~Executive isOfficer aand ~~continuing~~director ~~need~~of the ~~for~~Company ~~quality~~and ~~automotive~~James ~~service~~Stanco ~~regardless~~was ofappointed ~~the~~as ~~state~~Chief Financial Officer and director of the ~~economy~~Company.

~~When~~Effective ~~the~~as ~~economy~~of isMay ~~strong~~15, ~~more vehicles are bought and sold. Additional vehicles on the road mean more repair business for the automotive service industry. On the other hand~~2012, ~~when~~Robert ~~the~~Baskind resigned ~~economy~~as isa ~~weak,~~director ~~motorists keep their vehicles longer and older vehicles must be serviced regularly. Brakes, along with other important systems, are generally replaced three or more times during the lifetime~~ of ~~these vehicles. Very often,~~ the ~~repeat business generated by loyal customers can span a period of many years~~Company.

~~With~~As ~~over~~a ~~two~~result ~~hundred~~of ~~million~~the ~~cars~~transactions ondescribed above, Tilden International and its business of selling franchisees shall no longer be a part of the ~~road~~Company as of March 31, 2012 and the ~~automotive~~Company ~~aftermarket-service~~will ~~industry~~focus isits aresources ~~multi-billion~~on ~~dollar~~the business of NetLinx. ~~The~~Netlinx ~~demand~~provides ~~for~~nationwide ~~professional,~~VOIP ~~quality~~and ~~car~~traditional ~~service~~telecommunication services ofthrough ~~replacement~~several ~~brakes,~~strategic ~~exhaust~~partnerships ~~systems,~~as ~~shocks,~~well ~~suspension,~~as ~~oil~~company ~~change~~operated ~~and~~platforms. ~~other~~Netlinx ~~related~~is classified as a provider of IP Dial Tone, These IP services iscreate atmultiple anbenefits: ~~all-time~~Cost ~~high~~and Containment Savings, Simplified Management, and ~~specialty~~Risk ~~shops~~Mitigation. Netlinx ~~such~~uses assoftware ~~Tilden~~that ~~for~~offers ~~Brakes~~the ~~Car~~end ~~Care~~user ~~Centers©~~much ~~are~~more ~~getting~~than anjust ~~increased~~access ~~share~~to ofinformation in real time, it also handles the ~~business~~provisioning as well. Netlinx bills its customers monthly through company generated invoices.

The ~~average~~Company ~~American~~signed ~~household~~an ~~owns~~agreement ~~two~~with orNectar Services ~~more~~Corp. ~~vehicles~~(“Nectar”) atto apurchase ~~given~~certain ~~time.~~network ~~These~~equipment ~~cars~~assets ~~generally~~which ~~undergo~~will ~~brake~~allow ~~repair~~the Company to sell voice and ~~replacement~~data atservices. ~~least~~Prior ~~three~~to ~~times~~the ~~during~~equipment purchase, the ~~life~~Company ~~span~~had no revenues from the sale of ~~each~~voice ~~car~~and data services and owned no operating assets necessary to manage customer accounts over its own network. InThe ~~fact~~agreement originally dated on March 14, it2012 and isamended on November 30, 2012, provides that the ~~most~~Company ~~frequent~~is ~~auto~~obligated ~~repair~~to ~~needed~~pay by$80,000 to Nectar for the ~~Consumer~~network equipment. ~~Most~~The Company ~~drivers~~has ~~agree~~made ~~that~~payments ~~safe~~of ~~and~~$12,000 ~~reliable~~on ~~brakes~~May ~~are~~2, ~~the~~2012, ~~most~~$18,000 ~~critical~~on ~~operating~~May ~~feature~~25, 2012 and $5,000 on aNovember ~~vehicle~~30, 2012, $20,000 on December 19, 2012, and do$25,000 ~~not~~on ~~procrastinate~~January 30, 2013. ~~Typically~~The final payment due January 21, ~~brake~~2013 ~~service~~was onpresented to Nectar with a ~~vehicle~~check dated ~~requires~~January ~~only~~30, ~~one~~2013 towhich ~~one~~cleared ~~and~~the ~~one-quarter~~Company’s (1bank -account 1on February 1~~/4)~~. ~~hours~~The offinal ~~labor,~~payment ~~enabling~~to ~~each~~Nectar ~~store~~was financed by loans made to ~~service~~the aCompany ~~significant~~by ~~number~~its officers, Chris Panzeca and James Stanco with the intention of ~~vehicles~~issuing onpromissory anotes ~~daily~~with similar ~~basis~~terms as the December 20, 2012 promissory notes issued to them.

Competition generally comes from new car dealers and specialty service centers. New car dealers will provide competition for Tilden for Brakes Car Care Centers© because they are the only places left to get general service and computer diagnostics done. However, many new car dealers charge premium rates for their automotive services and consumers often favor privately owned automotive centers where they can have a personal relationship with an operator, pay competitive prices, and receive quality service. Tilden for Brakes Car Care Centers© present an image and reputation which, when coupled with a competent operator, can achieve that competitive edge. The competition also comes from the specialty service centers such as quick-lubes, quick tune-up shops, transmission operations, muffler shops and similar type operations. While their market share is growing now and continues to do so, the Tilden for Brakes Car Care Centers© will go head to head with them, offering competitive prices, the credibility and long time reputation for honesty associated with the Tilden name and, and most importantly, additional services. A quick-lube center that finds a bad fan belt in the course of an oil change can not do anything about it, whereas Tilden’s well trained personnel can.4

~~EMPLOYEES~~Business of Tilden International

WePrior to the closing of the transactions contemplated by the Share Exchange, and currently ~~have~~through 4Tilden ~~full~~International, ~~time~~we ~~employees~~sell infranchises to franchisees for the ~~corporate~~operation ~~office~~of retail automotive centers known as “Tilden for Brakes Car Care Centers” (“Tilden Centers”). We retain the services of market developers in our industry who operate as franchise sales brokers.

~~REGULATORY~~In ~~REQUIREMENTS~~addition ~~FOR~~to ~~FRANCHISING~~Tilden International’s primary business of selling franchises and collecting royalties therefrom, its wholly-owned subsidiary, Tilden Equipment Corp., sells shop equipment for auto repair shops. Tilden Equipment typically attempts to sell equipment to franchisees that open new locations and accordingly, equipment sales often correlate to initial franchise sales. Tilden Equipment has not engaged in the operation of a company-owned store and has not been able to sell equipment since 2007.

~~Franchising~~In isaddition, ~~both~~Tilden ~~regulated~~International byowns ~~the~~a ~~Federal~~number ~~Trade Commission and many~~ of ~~the~~realty ~~states.~~corporations, which ~~The~~corporations ~~Company~~are ~~believes~~obligated iton isleases infor ~~compliance~~one ~~with~~or ~~all~~more ~~the rules~~ of the ~~Federal~~franchise ~~Trade Commission and is registered in the following states to sell franchises: California, Florida, Indiana, Minnesota, New York, Rhode Island, and Virginia~~locations. ~~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.Franchises

~~The~~Tilden ~~Company’s~~Centers ~~individual~~are ~~franchisees~~retail ~~compete~~automobile ~~with~~service establishments ~~other~~devoted ~~franchise~~to ~~operators,~~the ~~large~~service ~~company~~and ~~run~~repair ~~stores~~of ~~and~~the ~~individual~~complete ~~operators~~automobile. The business is the franchising, ~~both~~design, ~~brake~~development and ~~specialists~~management supervision of automobile and ~~parties~~truck ~~performing~~repair ~~general~~and ~~automotive~~service ~~repairs~~centers. The ~~Company~~franchises ~~believes~~to ~~that~~be ~~its~~offered ~~franchise~~include ~~operators~~the ~~are~~right ~~able~~ to operate ~~compete,~~an ~~both~~automobile ~~financially~~and truck repair and service center under the name “Tilden for Brakes Car Care Centers” and to receive instruction and advice from the company in ~~providing~~the ~~service,~~methods ~~with~~of ~~its~~operation ~~competitors~~that the company believes is most likely to assure the franchisee’s success.

~~ITEM~~Tilden 2International, as a result of the expenditure of time, skill, effort and money, has developed a distinctive system for the establishment and operation of Tilden Centers (the “Tilden System”). ~~DESCRIPTION~~The OFdistinguishing ~~PROPERTY~~characteristics of the Tilden System include, without limitation, (i) site selection guidelines; (ii) Tilden Center construction and layout; (iii) equipment selection; (iv) purchasing and inventory control methods; (v) accounting methods; (vi) merchandising, advertising, sales, and promotional techniques; (vii) product and service guarantees; (viii) personnel training; distinctive interior and exterior design, features and furnishings; and (ix) other features relating to the operation of Tilden Centers. Tilden Centers are identified by various trademarks, trade names, service marks, logos, emblems, and trade dress consisting of or containing the words “Tilden for Brakes Car Care Centers”, “Tilden”, and/or related words, letters, and symbols.

~~The~~Tilden ~~Company’s~~Centers ~~offices~~ are generally located atin ~~300~~urban or ~~Hempstead~~heavily ~~Turnpike,~~populated ~~West~~suburban ~~Hempstead, New York 11552~~areas. ~~The~~Tilden ~~Company~~customers ~~has~~are aprimarily ~~60-month~~the ~~lease,~~owners ~~which~~of ~~commenced~~foreign onand ~~October~~domestic 1automobiles, ~~2009.~~sports ~~The~~utility vehicles, ~~space~~light ~~is approximately 1~~trucks,~~600~~ ~~square~~and ~~feet~~vans. ~~The space is sufficient for the Company’s needs for the foreseeable future~~

InThe ~~addition,~~market ~~the~~for ~~Company~~automotive ~~leases~~services ~~real~~is ~~estate~~well developed. inOur ~~the~~franchises ~~Continental~~compete ~~United~~with ~~States~~other ~~and~~businesses ~~sub~~performing ~~leases~~similar ~~these~~services, ~~locations~~including tofranchised ~~its~~mufflers ~~franchises.~~and Asbrake shops, automobile service departments of ~~December~~national 31and regional department stores, ~~2010~~service stations, ~~the~~motor ~~Company~~vehicle ~~owned~~dealerships, and ~~leased~~other automotive repair centers. Automotive services are sold at a price predetermined by the franchisee to its ~~franchises~~customer; athe ~~total~~company does ofnot ~~eight~~establish ~~(8)~~prices ~~sites~~at which the franchisees must offer its goods or services.

~~ITEM~~Under 3the terms of its standard franchise agreement, the company will typically receive a $15,000 deposit upon the signing of a franchise agreement and the balance of the franchise fee upon the acceptable on a Tilden approved franchise location. ~~LEGAL~~Total ~~PROCEEDINGS~~deposits on franchises amounted to $173,000 at December 31, 2011.

InDuring ~~July 2006,~~ the ~~Company~~year ~~and~~ended ~~its~~December ~~directors~~31, ~~were~~2011, ~~named~~Tilden sold asone ~~defendants~~new infranchise. aAs ~~lawsuit~~of ~~instituted~~December in31, ~~the~~2011, ~~Chancery Court of~~ the ~~State~~company ofhad ~~Delaware~~40 inactive ~~and~~franchised ~~for New Castle County~~locations. ~~The~~Historically ~~action~~throughout ~~alleges~~most ~~that~~years several ~~the~~franchises ~~exercise~~are ~~price~~returned ofto ~~stock options were in violation of~~ the ~~Company~~company’s ~~stock~~control ~~option~~either ~~plan for the years 2001~~ through ~~2005,~~foreclosures inor ~~that the options exercise price on the date of the grant were below the requirements of the plans~~abandonment. The ~~lawsuit~~Company ~~was~~had ~~settled~~no ~~during~~franchisor-owned repair ~~the~~shops ~~third~~in ~~quarter~~operation ~~2006~~during ~~for $20,000. As part of~~ the ~~settlement~~years ~~without~~ended ~~conceding~~December ~~the accuracy or correctness of the plaintiffs’ allegations~~31, ~~the~~2011 ~~Company~~and ~~rescinded the stock options issued for the years 2001 through 2005 without prejudice to its right to issue stock options in the future~~2010.

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

~~The~~During ~~Company’s shareholders voted on two matters during 2010: (1) The shareholders voted on and approved~~ the ~~modification~~year ~~and~~ended ~~extension~~December of31, ~~the President’s employment contract. The contract was due to expire in 2010 and was extended through 2015. (2) The shareholders voted on and approved the granting of options to purchase 1~~2012,~~150,000~~ ~~shares~~we currently ofhad ~~common stock at $0.02 per share. The options were issued to the~~ three ~~members~~full oftime ~~the~~employees ~~board~~in ofour ~~directors~~corporate ~~and to a consultant to the Company for 2010 services to be performed~~office.

~~PART II~~5

~~ITEM~~Intellectual ~~5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~Property

~~The~~During ~~Company’s~~the ~~common~~year ~~stock~~ended isDecember ~~traded~~31, on2012 ~~the~~and ~~Pink~~prior ~~Sheets~~to ~~under~~ the ~~symbol~~spin ~~“TLDN”.~~out of ~~The~~Tilden ~~following~~International ~~constitutes~~deemed ~~the~~effective ~~high~~as ~~and~~of ~~low~~March ~~sales~~31, ~~prices~~2012, ~~for~~ the ~~common~~company ~~stock~~owned asvarious ~~reported~~trademarks byand ~~NASDAQ~~tradenames ~~for~~related ~~each~~to of the business ~~quarters~~ of ~~2010~~Tilden ~~and~~International, ~~2009.~~such ~~The~~as ~~quotations~~“Tilden ~~shown~~Brake ~~below reflect inter-dealer prices~~World”, ~~without~~“Tilden ~~retail~~Brake ~~mark-up,~~Shop” ~~markdown or commission~~ and ~~may~~Tilden ~~not~~Car ~~represent~~Center for ~~actual transactions~~Brakes”.

2010	HIGH		LOW
FIRST QUARTER Common Stock	$	.04	$	.02
SECOND QUARTER Common Stock	$	.04	$	.03
THIRD QUARTER Common Stock	$	.05	$	.03
FOURTH QUARTER Common Stock	$	.05	$	.02

Governmental Regulation

2009	HIGH		LOW
FIRST QUARTER Common Stock	$	.02	$	.01
SECOND QUARTER Common Stock	$	.05	$	.02
THIRD QUARTER Common Stock	$	.05	$	.02
FOURTH QUARTER Common Stock	$	.05	$	.03

Franchising is regulated by the Federal Trade Commission and many 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 35 states, which have no registration requirements.

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.Competition

AsTilden ofInternational ~~April~~generally ~~15,~~competes ~~2011,~~in the ~~there~~sale ~~were~~of ~~approximately~~franchises 70with ~~shareholders~~other companies of ~~record~~similar ofsize and similar resources. The larger automotive franchises typically already exist in the ~~Company’s~~areas ~~common~~where ~~stock,~~Tilden ~~excluding~~International ~~shares~~seeks ~~held~~to sell its franchises and are therefore not competing for franchise location sales in ~~street~~these ~~name~~areas.

~~ITEM~~Tilden 7International’s individual franchisees compete with other franchise operators, large company run stores and individual operators, both brake specialists and parties performing general automotive repairs. ~~MANAGEMENT’S~~The ~~DISCUSSION~~company ~~AND~~believes ~~ANALYSIS~~that ORits ~~PLAN~~franchise OFoperators ~~OPERATIONS~~are able to compete, both financially and in providing service, with its competitors.

~~The~~Item 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 herein1A. ~~The~~Risk 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 amendedFactors. 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~~In OFaccordance ~~OPERATIONS~~with Rule 229.10(f) of Regulation S-K, we are not required to provide risk factors because we are a smaller reporting company.

~~Fiscal 2010 Compared to Fiscal 2009~~6

~~Revenue~~Item ~~increased to approximately $1,404,000 in the year 2010 from approximately $1,340,000 in the year 2009, representing a 5% increase~~1B. ~~The~~Unresolved ~~increase~~Staff in overall revenue recorded during the year as compared to the prior year was attributed to increases in 1) the gain on sale of real estate purchased for re-sale of approximately $284,000 in 2010 and 2) royalty fees of approximately $22,000Comments. These increases were offset by decreases in the recognition of rental income, initial franchise acquisition fees, market area sales and company owned locations and of approximately $105,000, $55,000, $50,000 and $38,000, respectively. The gain on sale of real estate purchased for re-sale in 2010 was a result of the Company’s purchase and simultaneous sale of a location on which it was and continues to lease a franchise location. The Company has been able to identify opportunities to profit on realty purchases and sales however its ability to execute similar transactions in the future will be contingent on the capital sufficiency and credit available to the Company. The increase in royalties is attributed to the Company’s ability to provide better operations support which the Company believes has resulted in increased sales at its franchised locations. The decrease in rental income during the year ended 2010 as compared to the year ended 2009 is attributable to the decrease in performing subleases due primarily to the abandonment of two locations by the Company, to franchisees. The decrease in initial franchise acquisition fees is attributable to the Company’s inability to sell initial franchise rights in 2010 as compared with sales of two new franchises in 2009. The Company did reflect initial franchise fee income of $5,000 during 2010 on the transfer of franchise rights from an outgoing franchisee to a new franchisee on an existing location. The decrease in market area sales was attributable to a sale of rights to develop one market area during the year ended 2009 compared to no rights sold during the year ended 2010. During 2010, the Company has been unable to sell a new franchise or market area which it attributes primarily to the continued difficulty for small businesses to obtain credit. Although the Company believes that the auto repair business continues to present opportunities for new locations, it cannot accurately forecast when it will see an increase in sales of new franchises and market. . The decrease in sales of Company locations is attributable to the Company’s sale of two locations through during the year ended 2009 as compared with one sale of Company locations during the year ended 2010. The Company has not engaged in the operation of a company-owned store and has not been able to sell equipment since 2007. In prior periods the Company occasionally operated company owned locations, on a temporary basis, when it determined that such activity would enhance the potential re-sale value of its repossessed locations. The Company typically attempts to sell equipment to franchisees that open new Tilden locations and accordingly, equipment sales often correlate to initial franchise sales. Miscellaneous income is primarily made up of bad debt recoveries received in collection proceedings and commissions and rebates earned from vendors. Interest income, which was included under, other income (expenses) on the statement of operations, decreased to approximately $7,000 from $8,000 representing a 14% decrease. The decrease was attributable to a decrease in the prevailing interest rate in that the Company was able to earn on its cash balances in 2010.

~~Costs~~Not ~~of revenues decreased to approximately $584,000 in 2010 from approximately $617,000 in 2009, a 5% decrease~~applicable. As a percentage of revenues, cost of revenues were 42% and 46%, respectively for the years reported. The overall decrease was primarily attributable to decreases in the cost of Company owned locations sold and rent paid for real estate sublet, of approximately $25,000 and $65,000, respectively. The decrease in cost of Company owned locations sold was a result of the increased cost incurred in the sales of two Company owned locations during the year ended 2009 as compared to the costs incurred in the sale of one location during the year ended 2010. The decrease in rent paid for real estate sublease was a result of a decrease in the number of locations on which the Company is obligated for rent.

~~Selling,~~Item general and administrative expenses decreased to approximately $802,000 in the year 2010 from approximately $835,000 in the year 2009, representing a 4% decrease. The decrease in selling, general and administrative expenses was primarily attributable to decreases in bad debt expense, professional fees, and consulting costs of approximately $146,000, $8,000 and $8,000, respectively. The decrease in bad debt was attributable to a decrease in the number of franchisees requiring reserve and write-off during 2010. The Company believes that its greater efforts in providing operations support to franchisees, has resulted in better results in collections of royalties during 2010. Decreases in professional fees and consulting costs during 2010 are reflective of the Company’s efforts to reduce overhead costs. The decreases were partially offset by increases in compensation costs and settlement expense of approximately $99,000 and $17,000, respectively. The increase in compensation costs was primarily the result of 1) the hiring of an additional employee to work on franchise operations and sales during the interim of 2010 and 2~~) the Company’s change in the service period covered by stock options granted to employees~~. ~~The~~Description ~~increase in settlement expense in 2010 was primarily attributable to charges incurred in the release~~ of ~~obligation under a lease of a location abandoned by a franchisee~~Property.

~~LIQUIDITY~~The ~~AND~~Company’s ~~CAPITAL~~current ~~RESOURCES~~offices are located at 120C Wilbur Place, Bohemia New York 11776. The Company has a month to month lease on such property for which it pays $1,000. The space is sufficient for the Company’s needs for the foreseeable future.

~~Working~~Franchise capital at December 31, 2010 was approximately $483,000, compared to working capital of approximately $371,000 at December 31, 2009. The ratio of current assets to current liabilities was 2.11:1 at December 31, 2010 and 1.78:1 at December 31, 2009. Cash flows provided by operations for the year 2010 was approximately $77,000, compared to cash flows used by operations for the year 2009 of approximately $15,000.Facilities

~~Cash~~The ~~and~~Company ~~accounts~~rents ~~and~~certain ~~notes~~franchise ~~receivable~~locations ~~increased~~owned toor ~~approximately~~leased ~~$887,000~~by the atCompany’s ~~December~~President 31and affiliates, ~~2010~~which ~~from~~are ~~approximately~~sublet ~~$863,000~~to atfranchisees. For the years ended December 31, ~~2009~~2011 and 2010, rent ~~while~~paid ~~accounts~~to ~~payable~~the Company’s President and ~~accrued~~affiliates ~~expenses~~for ~~decreased~~real toestate ~~approximately~~sublet was $~~232~~28,~~000~~658 atand $64,478, respectively. During the year ended December 31, 2010, ~~from~~the ~~approximately~~Company was charged for underpaid prior rent in the amount of $~~239~~41,000. atThe ~~December~~charge ~~31,~~was ~~2009~~paid to a realty company partially owned by the Company’s President. The Company is currently attempting to sell the rights to the location to a prospective franchisee.

~~Although~~Item ~~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~~3. ~~The~~Legal 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 pastProceedings.

~~The~~On ~~Company~~April ~~has~~16, 2012, litigation was commenced in the Supreme Court, State of New York by Conroe, LLC a/s/o Global Real Estate, LLC against Tilden Associates, Inc., Tilden Hempstead, Inc. and Robert Baskind. This proceeding emanates from a lease agreement that Tilden Hempstead, Inc. held as a tenant in Florida with Global Real Estate, LLC as landlord, and Tilden Associates, Inc. was not ~~paid~~a ~~any~~party ~~dividends~~to this lease. Tilden Hempstead, Inc. ultimately did not appear in the ~~past~~Florida action, and ~~does~~a ~~not~~default ~~contemplate~~judgment ~~paying~~was ~~any~~entered against Tilden Hempstead in the ~~foreseeable~~Florida ~~future~~court, in the amount of $177,437.88.

~~Some~~In April 2011 a subsidiary of the Company’s, Tilden ~~subsidiaries~~Hempstead, ~~lease~~Inc. ~~properties~~was onadjudged liable to the above referenced Florida landlord of a property which ~~franchisees~~Tilden ~~are~~Hempstead, ~~located~~Inc. subleased to a franchisee under a sublease agreement. The ~~franchisees~~location ~~typically~~was ~~pay~~abandoned by the franchisee and relinquished by Tilden Hempstead Inc. during 2011. The judgment is for $177,438 and includes rent, toreal ~~these~~estate ~~subsidiaries~~taxes, sales tax, insurance and accrued late fees. Tilden Hempstead, Inc., which has nominal assets, did not challenge the claim. Originally, the landlord sought to enter the judgment in ~~some~~New ~~cases~~York against Tilden Hempstead, ~~may~~Inc., ~~pay~~but ~~rent~~subsequently ~~directly~~brought the proceeding against the three defendants, seeking to collect against Tilden Associates, Inc., and attempting to pierce the ~~lessor~~corporation veil against Mr. Baskind. The Company and Mr. Baskind are defending this action.

The Company has ~~approximately~~asserted ~~$483,000~~that inthe ~~working~~liability ~~capital.~~is ~~The~~limited ~~Company~~to ~~believes~~Tilden Hempstead, ~~that~~Inc., ~~its~~and ~~working~~does ~~capital~~not ~~and~~intend ~~cash~~to ~~generated~~pay bythe ~~operations~~Florida ~~will~~judgment. beThe ~~sufficient~~Company tohas ~~meet~~recognized ~~our~~a ~~anticipated~~$177,438 ~~ongoing~~loss ~~needs~~in 2011 for ~~the~~this ~~next~~event (included ~~twelve~~in ~~months.~~other ~~The~~expenses ~~Company~~in ~~will~~the ~~need~~accompanying toconsolidated ~~generate~~statement ~~increased~~of ~~franchise~~operations and ~~market~~included ~~area~~in ~~sales~~accounts payable and accrued expenses in ~~order~~the toaccompanying ~~maintain~~consolidated ~~adequate~~balance ~~liquidity~~sheet onas aof ~~long-term~~December ~~basis~~31, 2011.

~~The~~Other ~~Company~~than ~~has~~as ~~lost~~described ~~its~~above, ~~line~~we are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. ~~credit~~There ~~during~~is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the ~~year~~knowledge ~~ended~~of ~~December~~the 31executive officers of our company or any of our subsidiaries, threatened ~~2010~~against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

InItem ~~addition, several franchisees are significantly in arrears in the payment of royalties~~4. ~~Management,~~Mine ~~however,~~Safety ~~has addressed these arrearages and resolutions are negotiated with the franchisees on an individual-by-individual basis~~Disclosures.

~~ITEM~~Not 8applicable. ~~FINANCIAL STATEMENTS~~

~~The response to this item follows Item 13, and is hereby incorporated herein.~~7

~~ITEM~~PART ~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~II

~~ITEM~~(a) ~~9a.~~Market ~~CONTROLS AND PROCEDURES.~~Information

~~Evaluation~~Our shares of ~~Disclosure~~common ~~Controls~~stock ~~and~~began ~~Procedures~~trading under the symbol “TLDN” on the Pink Sheets of the National Quotation Bureau. Currently our shares are trading under the symbol “CAHI” on OTC Pink Sheets with a stop sign since we are no longer current in our reporting obligations

AnThe ~~evaluation~~following ~~was~~table ~~conducted~~sets ~~under~~forth the ~~supervision~~high and low ~~with~~trade ~~the~~information ~~participation~~for ofour ~~the~~common ~~Company’s~~stock ~~management,~~for ~~including~~each ~~the~~quarter ~~Chief~~during ~~Executive Officer (“CEO”), its principal executive officer, and Chief Financial Officer (“CFO”), its principal financial officer, of~~ the ~~effectiveness~~past oftwo ~~the~~fiscal ~~design~~years. ~~and~~The ~~operation~~prices ofreflect ~~the Company’s disclosure controls and procedures (as defined in Rule 13a~~inter-~~15(e)~~dealer ~~and Rule 15d-15(e) of the Exchange Act) as of December 31~~quotations, do ~~2010.~~not ~~Based~~include onretail ~~that evaluation~~mark-ups, ~~the~~markdowns ~~CEO~~or ~~and~~commissions ~~the CFO concluded that the disclosure controls~~ and ~~procedures~~do ~~are~~not ~~effective~~necessarily inreflect ~~reaching~~actual ~~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~~transactions. InThe ~~addition,~~prices ~~the~~do ~~CEO~~not reflect ~~and CFO concluded that~~ the ~~disclosure~~1 ~~controls~~for ~~and~~10 ~~procedures~~reverse ~~are~~stock ~~also~~split ~~effective~~which towas ensure that information required is recorded, processed and summarized within the time periods specified in the Commission’s rules and forms. These same officers concluded that controls and procedures were effective inMay ~~ensuring that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to its management~~3, ~~including its CEO and CFO as appropriate to allow timely decisions regarding required disclosure~~2012.

Management’s Report on Internal Control over Financial Reporting

Quarter ended	Low Price		High Price

March 31, 2010	$	.02		.04
June 30, 2010	$	.03		.04
September 30, 2010	$	.03		.05
December 31, 2010	$	.02		.05
March 31, 2011	$	.03		.03
June 30, 2011	$	.02		.02
September 30, 2011	$	.03		.03
December 31, 2011	$	.03	$	.03

~~Section~~(b) 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over financial reporting.Holders

~~Management~~As is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of ~~the~~February ~~CEO~~13, ~~CFO and effected by the Board of Directors~~2013, ~~management and other personnel~~83,608,596 toshares of ~~provide~~the ~~reasonable~~Company’s ~~assurance~~common ~~regarding~~stock ~~the~~are ~~reliability~~currently ofoutstanding ~~our~~held ~~financial~~by ~~reporting~~approximately ~~and~~52 ~~preparation~~shareholders of ~~financial statements for external purposes in accordance wit U~~record.~~S. GAAP, and includes those policies and procedures that:~~

	(1)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
	(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Dividends

~~Because~~We ofhave ~~inherent limitations, internal control over financial reporting may~~ not ~~prevent~~declared or ~~detect~~paid ~~misstatements.~~any ~~Also,~~dividends on ~~projections~~our ofcommon ~~any~~stock ~~evaluation~~and ofintend ~~effectiveness~~ to ~~future~~retain ~~periods~~any ~~are~~future ~~subject~~earnings to fund the ~~risk~~development ~~that~~and ~~controls~~growth ~~may become inadequate because~~ of ~~changes~~our inbusiness. ~~conditions~~Therefore, orwe do ~~that the degree of compliance with the policies or procedures may deteriorate. This annual report does~~ not ~~include~~anticipate anpaying ~~attestation~~dividends ~~report~~on ofour ~~the~~common ~~Company’s~~stock ~~registered~~for ~~public accounting firm regarding~~ the ~~internal~~foreseeable ~~control~~future. ~~over~~There ~~financial~~are ~~reporting.~~no ~~Management’s~~restrictions ~~report~~on ~~was~~our ~~not~~present ~~subject~~ ability to ~~attestation~~pay bydividends ~~the Company’s registered public accounting firm pursuant~~ to ~~temporary~~stockholders ~~rules~~ of ~~the~~our ~~Security~~common ~~Exchange~~stock, ~~Commission~~other ~~that~~than ~~permit~~those ~~the~~prescribed ~~Company~~by toDelaware ~~provide only management’s report in this annual report~~law.

InEquity ~~accordance~~Compensation 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”) at December 31, 2010 to determine whether there have been any changes in Internal Controls that occurred during the fiscal year which have materially affected or which are reasonable likely to materially affect Internal Controls. Based on this evaluation, there have been no such changes in Internal Controls during the period covered by this report.Plans

~~PART~~From ~~III~~May 1998 to December 2005, the Company adopted several Tilden Associates, Inc. Stock Option Plans (“the Plans”) on an annual basis. During the year ended December 31, 2011, there were 345,000 options outstanding under the Plans.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.~~8

~~The~~Recent ~~Company’s~~Sales ~~Certificate~~ of ~~Incorporation~~Unregistered ~~provides~~Securities; Use ~~for no less than three (3) Directors. Each Director shall hold office until the next annual meeting~~ of ~~shareholders~~Proceeds ~~and~~from ~~until~~Registered 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:Securities

NAME	AGE	POSITIONS W/ COMPANY	DIRECTOR SINCE
Robert Baskind	69	Chairman of the Board, Chief Executive Officer, Chief Financial Officer	1996
Arthur Singer	43	Director	1996
Jason Baskind	39	Director of Franchise Development	2003

On April 13, 2012, Carrier issued a promissory note in the amount of $10,000 to H.G. Donti, LLC. Interest on said note accrues at the rate of 15% per annum and the note matured on August 13, 2012. As additional consideration, Carrier was required to deliver the note holder 15,000 restricted shares of common stock and 10,000 restricted shares of common stock (which has not yet occurred).

~~DIRECTORS~~The Company agreed to issue 50,000 restricted shares of common stock to Christina Smith in connection with the issuance of the Promissory Note dated May 16, 2012 in the original principal amount of $20,000 issued to Christina Smith.

~~Robert~~The ~~Baskind~~Company isagreed ato ~~founding~~issue ~~stockholder and was employed as a registered representative by On-Site Trading~~50,000 ~~Inc.,~~restricted shares ~~a registered Broker Dealer and a member~~ of ~~the~~common ~~National~~stock ~~Association~~to ofFerdinand ~~Security~~Morabito ~~Dealers,~~in ~~Inc.~~connection ~~Prior thereto and since 1992, Mr. Baskind was employed~~ with ~~Trading~~the ~~Places,~~issuance ~~Inc., a franchise sales organization and business broker. Mr. Baskind has many years~~ of ~~experience~~the asPromissory aNote ~~franchiser~~dated ~~and~~May ~~business~~16, ~~Broker~~2012 ~~specializing~~ in ~~business~~the ~~automotive~~original principal ~~services~~amount ~~and~~of ~~was~~$20,000 ~~entrepreneurially~~issued ~~involved~~to inFerdinand ~~many of these entities~~Morabito.

~~Arthur~~The ~~Singer~~Company isagreed ~~a graduate of the State University at Albany. He has devoted his entire career~~ to ~~Sales~~issue ~~and Marketing. From 1990~~50,000 ~~Mr.~~restricted shares ~~Singer has worked for Carrington Laboratories, Inc. He has a documented track record~~ of ~~success~~common instock ~~field sales~~ and ~~sales management. As Regional Sales Manager of this publicly held bio-pharmaceutical company~~30,000 ~~his~~restricted ~~duties~~shares ~~included training and development~~ of ~~new~~common ~~sales~~stock ~~representatives~~to ~~for~~Jimmy ~~the launching of new products,~~ Eger in ~~the~~connection ~~development~~with ~~of educational programs and in~~ the ~~development~~issuance of ~~goals, strategies and budgets for that company’s sales force. Mr. Singer’s experience included working on~~ the ~~distribution~~Promissory ofNote ~~products~~dated ~~and~~April ~~working with buying groups. During his employment with Carrington~~13, ~~Mr.~~2012 ~~Singer~~in ~~had,~~the onoriginal ~~more~~principal ~~than~~amount ~~one occasion, been selected “Sales Person~~ of ~~the Year”~~$40,000 ~~and~~to ~~on one occasion was selected as “Regional Manager of the Year” for the entire United States~~Jimmy Eger.

~~Jason~~The ~~Baskind~~shares ~~joined~~were ~~the~~issued ~~Company~~in asconnection ~~Director~~with ofloans made ~~Franchise~~by ~~Development.~~these ~~Prior~~persons to ~~joining~~ the Company~~, he was working as an equities trader at On-Site Trading, Inc~~. HeEach ~~graduated from the University~~ of ~~Miami~~these ~~with~~loans aare ~~B.A.~~currently in ~~Management~~default. ~~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.~~

~~Our~~As ~~board~~ of ~~directors~~July ~~acts~~17, as2012, ~~our audit committee. No member of our board of directors is an “audit committee financial expert” as that term is defined in Item 401(e) of Regulation S-B promogulated under~~ the ~~Securities~~Company ~~Act.~~issued ~~Our~~6,000,000 shares ~~management and our board~~ of ~~directors~~common ~~determined~~stock ~~that our internal controls are adequate~~ to ~~insure~~Christopher ~~that~~Panzeca ~~financial~~and ~~information is recorded~~6, ~~processed~~000,000 ~~summarized,~~shares ~~and~~to ~~reported~~James inStanco ~~a timely and accurate manner~~ in accordance with ~~applicable rules andregulations of~~ the ~~Securities~~transactions ~~and Exchange Commission. Accordingly, our board of directors concluded that the benefits of retaining an individual who qualifies as an “audit committee financial expert” would be outweighed~~ contemplated by the ~~costs~~Share ofExchange ~~retaining such a person~~Agreement.

~~Section~~As of July 17, 2012, the Company issued 16~~(a)~~,000,000 shares ~~Beneficial~~of ~~Ownership~~common ~~Reporting~~stock ~~Compliance~~to Christopher Panzeca, 16,000,000 shares to James Stanco and 4,500,000 shares to Tilden International.

~~Section~~In ~~16(~~September 2012, the Company issued 36,750,000 shares of freely tradable common stock to an aggregate of 20 holders of debt, pursuant to a) debt conversion agreement. Each of these holders received the ~~Exchange~~debt ~~Act~~as ~~requires~~an ~~the~~assignment ~~Company’s~~from ~~officers~~Advanta ~~and~~Management ~~directors~~Consulting, ~~and~~Inc. ~~persons~~(“Advanta”), ~~who~~an ~~own~~entity ~~more~~controlled by ~~than~~a ~~ten~~consultant ~~percent~~to ofthe aCompany, ~~registered~~which ~~class~~had ofacquired the rights to the debt owed by the Company’s ~~equity~~to ~~securities~~Michael Krome, Esq., (“Krome”) for legal services he rendered to ~~file~~the ~~reports~~Company in 2003 through 2007 pursuant to an assignment of ~~ownership~~debt agreement between Advanta and ~~changes~~Krome infor ~~ownership~~nominal ~~with~~consideration ~~the~~paid ~~Securities~~by ~~and~~Advanta ~~Exchange~~to ~~Commission~~Krome. ~~Officers~~Invoices from Krome, ~~directors~~totaling ~~and~~approximately ~~greater~~$38,000 ~~than~~approved ~~ten~~by ~~percent~~Baskind, were ~~shareholders~~initially ~~are~~not ~~required~~on bythe ~~regulation~~books of the Company prior to ~~furnish~~December 31, 2011. We adjusted the ~~Company~~financial ~~with~~statements ~~copies~~to include the $38,000 in accounts payable and accrued expenses at December 31, 2011 and as professional fees in selling, general and administrative expenses in the accompanying statement of ~~all~~operations ~~Section~~for ~~16(a)~~the ~~forms~~year ~~they~~ended ~~file~~December 31, 2011.

~~Based~~In ~~solely~~December on2012, ~~its review of~~ the ~~copies~~Company ofbecame ~~such~~aware that ~~forms received by it~~2,000,000 orof ~~written~~the ~~representations~~shares ~~from~~issued ~~certain~~pursuant ~~reporting~~to ~~persons~~the ~~that~~debt ~~Form~~conversion ~~5’s~~ were ~~required~~issued ~~and~~to ~~filed~~an ~~for~~entity ~~those~~related ~~persons,~~to ~~the Company believes that~~Advanta, ~~during~~which it ~~the~~believed ~~period~~to ~~from~~have ~~January~~been 1,issued ~~2010~~in ~~through~~error. ~~December~~The ~~31,~~Company ~~2010,~~has ~~all~~requested ~~filing~~that ~~requirements~~the ~~applicable~~consultant toreturn ~~its~~the ~~officers~~2, ~~directors~~000,000 ~~and~~shares ~~greater~~with ~~than~~the ~~ten~~intention that ~~percent~~the ~~beneficial~~shares ~~owners~~will ~~were~~be ~~complied with~~cancelled.

~~ITEM~~Pursuant to 11the debt conversion agreement between the Company (authorized by Panzeca and Stanco) and the assignees, a total of $18,375 of the $38,000 Krome debt was satisfied through the issuance of the 36,750,000 freely tradable shares of our common stock at the conversion price of $0.0005 ~~EXECUTIVE~~per ~~COMPENSATION~~share. Based on the August 10, 2012 closing trading price (first date which stock traded subsequent to the July 17, 2012 date the Board of Directors authorized the issuance of the stock) of $0.08 per share, the fair value of the 36,750,000 shares was $2,940,000. The $2,921,625 excess of the fair value over the par value of the stock will be expensed as stock based compensation during the three months ended September 30, 2012. If and when the 2,000,000 shares issued to DPLNY are effectively cancelled, the fair value of those shares will be credited to stock based compensation expense for approximately $160,000 in the period the cancellation takes place.

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 2010, 2009, 2008 and 2007. No other executive officers received salary in excess of $100,000 in any such year.9

~~Summary~~In ~~Compensation~~September, ~~Table~~2012, the Company issued 5,000,000 shares of common stock to Christopher Panzeca and 5,000,000 shares to James Stanco.

	YEAR	COMPENSATION		OPTIONS GRANTED
Robert Baskind	2010	$	181,000		600,000
	2009	$	171,000		600,000
	2008	$	150,000		600,000
	2007	$	144,000		—

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

~~Employment Agreements:~~None.

AnItem ~~employment~~6. ~~agreement~~Selected ~~for~~Financial ~~the year 2010 existed for the following officer and key employee:~~Data.

~~Robert~~Smaller ~~Baskind:~~reporting Hecompanies isare ~~entitled~~not required to ~~five~~provide ~~percent increases on a yearly basis. The agreement, which employs Mr. Baskind as~~ the ~~president~~information required ofby ~~the~~this ~~Company,~~Item ~~expires in 2015~~6..

~~ITEM~~Item 127. ~~SECURITY~~Management’s ~~OWNERSHIP~~Discussion OFand ~~CERTAIN~~Analysis ~~BENEFICIAL~~of ~~OWNERS~~Financial ~~AND~~Condition ~~MANAGEMENT~~and Results of Operations.

~~PRINCIPAL~~MANAGEMENT’S ~~STOCKHOLDERS~~DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following ~~table~~discussion ~~sets~~and ~~forth,~~analysis asof financial condition and results of ~~December~~operations ~~31,~~should ~~2010:~~be ~~(i)~~read in conjunction with the ~~name~~Company’s ~~and~~consolidated ~~address~~financial ofstatements ~~each~~and notes ~~person~~thereto ~~who~~included ~~owns~~elsewhere ofherein. ~~record~~The orstatements ~~who~~disclosed isherein ~~known~~include byforward-looking ~~the~~statements ~~Board~~within the meaning of ~~Directors~~Section to27A beof ~~beneficial~~the ~~owner~~Securities Act of ~~more~~1933, ~~than~~as ~~five~~amended ~~percent~~and ~~(5%)~~Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s ~~outstanding~~actual ~~common~~results ~~stock,~~could ~~(ii)~~differ ~~each~~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 ~~Company’s~~finance ~~Directors~~industry for franchising companies and retail automobile and truck repair service, and ~~(iii)~~other ~~all~~risks ofdetailed from time to time in the Company’s ~~Executive~~filings ~~Officers~~with the Securities and ~~Directors~~Exchange ~~as a group~~Commission.

NAME AND ADDRESS	BENEFICIAL OWNERSHIP		PERCENT OF COMMON STOCK OUTSTANDING
Robert Baskind 300 Hempstead Turnpike West Hempstead, NY 11552	2,707,000	(1)	23.8	%
Arthur Singer 300 Hempstead Turnpike West Hempstead, NY 11552	451,100	(2)	4.0	%
Jason Baskind 300 Hempstead Turnpike West Hempstead, NY 11552	2,707,000	(3)	23.8	%
Officers and Directors as a group (3 Persons)	3,158,100		27.7	%

RESULTS OF OPERATIONS

~~(1)~~Twelve ~~Ownership~~Months ~~includes~~Ended 2December 31,~~331,500~~ ~~shares~~2011 ofvs ~~the~~Twelve ~~Company’s~~Months ~~common~~Ended December ~~stock and 375~~31,~~000~~ ~~shares of the Company’s common stock imputed to him from his son Jason Baskind.~~2010

~~(2)~~Revenue ~~Ownership~~decreased ~~includes~~to ~~451~~approximately $1,~~100~~149,000 in ~~shares~~the year 2011 from approximately $1,404,000 in the year 2010, representing a 18% decrease. The decrease in revenue was primarily attributable to gains on the sale of real estate of approximately $284,000 in 2010 and a decrease in sales of Company owned locations of approximately $78,000 in 2011. The gain on sale of real estate purchased for re-sale was a result of the Company’s purchase ~~common~~and ~~stock~~simultaneous sale, during 2010, of a location on which it was and continues to lease a franchise location. The Company did not engage in any real estate purchases or sales during 2011. The Company sold one company owned location during each of the twelve month periods ending December 31, 2011 and 2010 respectively; however, the proceeds on the sale were lower on the 2011 sale resulting in less of a gain. The decreases in revenue were offset primarily by increases in rental income, initial franchise acquisition fees, miscellaneous income and royalty fees of $61,000, $30,000, $23,000 and $16,000, respectively. The increase in rental income was attributable to an increase in the rents charged to locations subleased to franchisees during the year 2011. The increase in initial franchise acquisition fees was attributable to the recording of one initial franchise acquisition fee and one franchise transfer fee earned in the year 2011 compared to no initial franchise acquisition fees or sale of company owned location revenue earned in 2010. The increase in royalty fees recorded during the twelve months ended December 31, 2011 as compared to the twelve months ended December 31, 2010 was attributable to increased royalty fees remitted per franchise due to increased sales at several of the Company’s franchised locations. During the year ended December 31, 2010 and into the third quarter of 2011, when the Company recorded one initial franchise sale, the Company had been unable to sell a new franchise or market area which it attributes primarily to the continued difficulty for small businesses to obtain credit. Although the Company believes that the auto repair business continues to present opportunities for growth and accordingly for the opening of new locations, it cannot accurately forecast when it will see an increase in sales of new franchises and market areas.

~~(3)~~Cost ~~Ownership~~of ~~includes~~revenues ~~375~~decreased to approximately $508,000 ~~shares~~in the year 2011 from approximately $584,000 in 2010, representing a 13% decrease. As a percentage of revenue, cost of revenues were 43% and 42%, respectively for the ~~Company~~periods reported. The overall decrease was primarily attributable to decreases in broker’s ~~common~~fees, ~~stock~~and the cost of Company owned locations purchased for resale of, approximately $56,000 and 2$20,~~331~~000 respectively. This was offset by an increase in rent paid for real estate sublet of approximately $6,~~500~~000. ~~shares~~The decreases in brokers fees and cost of Company owned locations purchased for resale relate to the costs incurred in the repossession and sale of one location sold during the year 2010. The increase in rent paid for real estate sublet is a result of the Company’s ~~common~~obligation ~~stock~~to ~~imputed~~pay rent on one more location during the year ending December 31, 2011 as compared to ~~him~~the ~~from~~year ~~his~~ending ~~father~~December ~~Robert~~31, ~~Baskind~~2010.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~10

~~None~~Selling, general and administrative expenses decreased to approximately $788,000 in 2011 from approximately $802,000 in 2010, representing a 2% decrease. The decrease in selling, general and administrative expenses in 2011 was predominately attributed to decreases in salaries and wages and other compensation, and settlement costs of approximately $69,000 and $17,000, respectively. The decreases were partially offset by increases in bad debt expense, professional fees, and fees of $25,000, $12,000 and $9,000, respectively. The decrease in salaries and compensation was primarily the result of 1) the Company’s revision of the service period covered by stock options from five years to all currently earned, at June 30, 2010. During the year ended December 31, 2010, the Company recorded compensation expense of $61,538 on the options as compared to none in 2011, and 2) the reduced number of employees from four during a portion of 2010 to three throughout 2011 The decrease in settlement costs during 2011 was attributable to the settlement of a legal matter relating to a merger and reorganization contemplated by the Company in 2008 which was paid in full in 2010. The increase in bad debt expense in 2011 was attributable to a increase in the number of franchises requiring reserve and write-off during the period. The increase in professional fees was the result of increased legal fees incurred in connection with collection of past due rent and royalties received during the year ending December 31, 2011.

~~PART~~LIQUIDITY IVAND CAPITAL RESOURCES

~~ITEM~~Working 15capital at December 31, 2011 was approximately $339,000, compared to working capital of approximately $483,000 at December 31, 2010. ~~EXHIBITS~~The ratio of current assets to current liabilities was 1.77:1 at December 31, ~~LIST~~2011 ~~AND~~and ~~REPORTS~~2.1:1 ONat ~~FORM~~December ~~8-K~~31, 2010. Cash used for operating activities through the fourth quarter of 2011 was approximately $74,000 compared to cash used for operating activities through the fourth quarter of 2010 of approximately $107,000.

~~(a)~~Cash ~~Exhibits~~and accounts and notes receivable decreased to approximately $802,000 at December 31, 2011 from approximately $887,000 at December 31, 2010, while accounts payable and accrued expenses increased to approximately $249,000 at December 31, 2011 from approximately $232,000 at December 31, 2010.

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)
10.4	Waiver of deferred compensation by president Robert Baskind (2)
21.1	Subsidiaries (2)
23.1	Consent of independent accountants
99.1	Certifications

On December 30, 2011, Carrier Alliance Group, Inc. issued a convertible secured promissory note in the amount of $50,000 to H.G. Donti, LLC. Interest on said note accrues at the rate of 8% per annum and the note matured on June 1, 2012. The note is convertible at the option of the holder into shares determined by the greater of $0.20 per share or 70% of the average closing price of the common stock for ten trading days prior to conversion. Upon a financing of at least $1,000,000, the principal and accrued interest is automatically convertible at a conversion price per share equal to 70% of the price per share paid in the financing. Based on a conversion price of $0.20 per share (which is greater than the $0.03227 conversion price based on 70% of the ten day average closing price as of November 30, 2012), this note was convertible into 250,000 shares of common stock at that date.

~~(1)~~Although ~~Incorporated~~the byCompany ~~reference~~plans to continue to expand to the extent that resources are available, the Company has no firm commitments for capital expenditures in other areas of its business. The Company’s ~~annual~~current ~~report~~business onplan ~~Form~~and ~~10KSB~~objective ~~for~~is to continue expanding the ~~fiscal~~number ~~year~~of ~~ended~~franchises ~~December~~in 31its system through sales of new franchises, ~~2000~~as well as through acquisitions of other franchises similar to the acquisitions they have done in the past. The Company also remains committed to providing support for its existing franchisees.

~~(2) Incorporated by reference to the Company’s annual report on Form 10KSB for the fiscal year ended December 31, 2001.~~11

~~TILDEN~~The ~~ASSOCIATES,~~Company ~~INC.~~has ~~AND~~not ~~SUBSIDIARIES~~paid any dividends in the past and does not contemplate paying any in the foreseeable future.

~~FINANCIAL~~Some ~~STATEMENTS~~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.

~~AND~~The ~~SUPPLEMENTAL~~Company ~~INFORMATION~~has approximately $339,000 in working capital. The Company believes that its working capital and cash generated by operations will be sufficient to implement its business plan in the short-term. The Company will need to increase its franchise and market area sales in order to maintain adequate liquidity on a long-term basis.

~~DECEMBER~~In 31addition, ~~2010~~several ~~AND~~franchisees ~~2009~~are significantly in arrears in the payment of royalties. Management, however, has addressed these arrearages and resolutions are negotiated with the franchisees on an individual basis.

~~Table~~Critical ofAccounting ~~Contents~~Policies:

		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 Financial Information		F-15
Consolidated Statements of Selling, General and Administrative Expenses		F-16

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

~~MICHAEL~~Use T.of ~~STUDER CPA P.C.~~Estimates

18The ~~East~~preparation ~~Sunrise~~of ~~Highway,~~financial ~~Suite~~statements ~~311~~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.

~~Freeport,~~Revenue ~~N.Y. 11520~~Recognition

~~Phone~~The Company recognizes revenue in several ways: Initial fees from sale of franchises, market area sales to market developer partners, royalties (~~516~~as a percentage of gross revenues) from ~~378~~franchisees, transfer fees upon assignment of franchise rights, equipment sales, rental of premises to franchisees and the re-~~1000~~sale of Company owned automotive repair centers which are abandoned or re-possessed and developed for potential sale to franchisees. The Company has also recognized revenue by identifying, purchasing and re-selling commercial real estate typically connected with locations which it leases to automotive operators.

~~Fax: (516) 546-6220~~12

~~REPORT~~Franchise OFfee ~~INDEPENDENT~~revenue ~~REGISTERED~~for ~~PUBLIC~~initial ~~ACCOUNTING~~franchise fees ~~FIRM~~and from market area sales to market developer partners is recognized upon the execution of a franchise agreement and when all material services or conditions relating to the sale have been successfully completed by the Company. Initial franchise fees are priced at $29,900 for a new location and market area rights are priced at $50,000 for the right to develop up to ten locations in a specified market area. Market developer partners receive a percentage of royalty fees for development and management of their market and are responsible for substantially all training and other services required in opening new franchises in their regions. The cost of a new franchise was increased from $25,000 to $29,900 effective in 2011.

ToItem ~~the~~7A. ~~Board~~Quantitative ofand ~~Directors~~Qualitative ~~and~~Disclosures ~~Stockholders~~About ofMarket Risk.

~~Tilden~~Smaller ~~Associates~~reporting companies are not required to provide the information required by this item. However, ~~Inc~~we do not hold any derivative instruments and do not engage in any hedging activities.

IItem ~~have audited the accompanying consolidated balance sheets of Tilden Associates, Inc~~8. ~~and~~Financial ~~subsidiaries (the Company) as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended~~Statements. ~~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.~~

IOur ~~conducted~~consolidated 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~~ contained in ~~the~~pages ~~financial~~F-1 ~~statements.~~through AnF-21 ~~audit~~which ~~also~~appear ~~includes~~at ~~assessing~~ the ~~accounting~~end ~~principles~~of ~~used~~this ~~and~~annual ~~significant estimates made by management, as well as evaluating the overall financial statement presentation~~report. ~~I believe that my audits provide a reasonable basis for my opinion.~~

InItem my9. ~~opinion,~~Changes ~~the consolidated financial statements referred to above present fairly,~~ in ~~all material respects, the financial position of Tilden Associates, Inc.~~ and ~~subsidiaries~~Disagreements aswith ofAccountants ~~December~~on ~~31,~~Accounting ~~2010~~ and ~~2009~~Financial ~~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~~Disclosure.

~~/s/ Michael T~~None. ~~Studer CPA P.C. Freeport, New York April 15, 2011~~

~~F-2~~Item 9A. Controls and Procedures.

~~TILDEN~~(a) ~~ASSOCIATES,~~Evaluation ~~INC.~~of ~~AND~~Disclosure ~~SUBSIDIARIES~~Controls and Procedures

~~CONSOLIDATED~~Our ~~BALANCE~~management ~~SHEETS~~team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the last day of the fiscal period covered by this report, December 31, 2011. The term disclosure controls and procedures means 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 or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2011.

	December 31,
	2010			2009
ASSETS
Cash and cash equivalents	$	565,620		$	488,909
Accounts and notes receivable - net of allowance for doubtful accounts of $349,951 and $290,066 at December 31, 2010 and 2009, respectively		321,331			349,916
Inventory		4,300			4,300
Prepaid expenses and other current assets		25,856			4,164
Total current assets		917,107			847,289
Property and equipment, net of accumulated depreciation of $23,020 and $23,020, respectively		—			—
Intangible assets, net of accumulated amortization of $124,798 and $122,758, respectively		232,888			281,038
Security deposits		73,985			72,484
Accounts and notes receivable, net of current portion		—			25,000
Total other assets		306,873			378,522
Total assets	$	1,223,980		$	1,225,811
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	231,773		$	238,577
Deposits on franchises		183,000			198,000
Income taxes payable		19,770			39,271
Total current liabilities		434,543			475,848
Security deposits		128,962			126,799
Total liabilities		563,505			602,647
STOCKHOLDERS’ EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized; 11,425,903 shares issued and outstanding at December 31, 2010 and 2009, respectively		5,713			5,713
Additional paid-in capital		1,702,526			1,641,088
Retained earnings (accumulated deficit)		(1,027,764	)		(1,003,637	)
		680,475			643,164
Less: treasury stock - 40,000 shares, stated at cost		(20,000	)		(20,000	)
Total stockholders’ equity		660,475			623,164
Total liabilities and stockholders’ equity	$	1,223,980		$	1,225,811

(b) Management’s Assessment of Internal Control over Financial Reporting

~~See~~Our ~~notes~~principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management is required to ~~consolidated~~base its assessment of the effectiveness of our internal control over financial ~~statements~~reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations (COSO). The COSO framework, published in Internal Control-Integrated Framework, is known as the COSO Report. Our principal executive officer and our principal financial officer have chosen the COSO framework on which to base its assessment. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2011.

~~F-3~~It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

~~TILDEN ASSOCIATES, INC. AND SUBSIDIARIES~~13

~~CONSOLIDATED~~This ~~STATEMENTS~~annual OFreport ~~OPERATIONS~~does not include an attestation report of our 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 the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

	Year Ended December 31,
	2010			2009
REVENUES
Initial franchise acquisition fees	$	5,000		$	60,000
Royalty fees		543,941			521,873
Gain on sale of real-estate purchased for re-sale		283,755			—
Market area sales		—			50,000
Sales of Company owned locations		98,000			130,645
Rental income		472,958			577,821
Total revenues		1,403,654			1,340,339
COST OF REVENUES
Brokers Fees		56,288			14,250
Costs of Company owned locations sold		26,224			45,301
Franchise development fees		43,382			34,546
Rent paid for real estate sublet		458,477			522,652
Total cost of revenues		584,371			616,749
Gross profit		819,283			723,590
Selling, general and administrative expenses		802,200			835,778
Income (loss) from operations before other income and expenses and provision for income taxes		17,083			(112,188	)
OTHER INCOME (EXPENSES)
Interest income		6,687			7,760
Miscellaneous income		613			33,579
Loss on impairment of franchise and market area rights		(46,688	)		(40,276	)
Total other income (expenses)		(39,388	)		1,063
Income (loss) before provision for income taxes		(22,305	)		(111,125	)
Provision for income taxes		1,822			4,480
Net income (loss)	$	(24,127	)	$	(115,605	)
Per Share Data
Basic earnings per share	$	(0.00	)	$	(0.01	)
Diluted earnings per share	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding		11,385,903			11,385,903

(c) Changes in Internal Controls Over Financial Reporting

~~See~~During ~~notes~~the most recently completed quarter, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to ~~consolidated~~materially affect, our internal control over financial ~~statements~~reporting.

~~F-4~~Item 9B. Other Information.

~~TILDEN ASSOCIATES, INC~~None. ~~AND SUBSIDIARIES~~

~~CONSOLIDATED~~PART ~~STATEMENTS OF CASH FLOWS~~III

	Year Ended December 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(24,127	)	$	(115,605	)
Adjustments to reconcile net (loss) to net cash provided by (used for) operating activities:
Loss on impairment of franchise and market area rights		46,688			40,276
Depreciation and amortization		1,462			3,261
Provision for doubtful accounts		122,909			269,345
Sale of equipment financed by note receivable		—			27,822
Stock option expense		61,438			1,122
Changes in operating assets and liabilities:
Accounts and notes receivable		(69,324	)		(278,425	)
Prepaid expenses and other current assets		(21,692	)		—
Security deposit receivable		(1,501	)		8,054
Accounts payable and accrued expenses		(6,804	)		(11,127	)
Deposits on franchises		(15,000	)		50,000
Income taxes payable		(19,501	)		3,339
Security deposits payable		2,163			(13,412	)
Net cash provided by (used for) operating activities		76,711			(15,350	)
CASH FLOWS FROM INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES		—			—
Net increase (decrease) in cash and cash equivalents		76,711			(15,350	)
Cash and cash equivalents at beginning of period		488,909			504,259
Cash and cash equivalents at end of period	$	565,620		$	488,909
Supplemental Cash Flow Information:
Interest paid	$	—		$	—
Income taxes paid	$	18,364		$	1,141

Item 10. Directors, Executive Officers, and Corporate Governance.

~~See~~Directors ~~notes~~and toExecutive ~~consolidated financial statements.~~Officers

~~F-5~~The following table and biographical summaries set forth information, including principal occupation and business experience, about our current directors and executive officers.. There is no familial relationship amongthe directors and executive officers of the Company.

TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	(1)	On February 15, 2012, Mr. Christopher Panzeca and Mr. James Stanco were appointed as Chief Executive Officer and Director and Chief Financial Officer and Director of the Company, respectively.
	(2)	On February 15, 2012, Mr. Robert Baskind resigned from his position as President and Chief Executive Officer of the Company. Mr. Baskind resigned as a director of the Company as of May 15, 2012.

~~FOR~~The ~~THE~~Company’s ~~YEARS~~directors ~~ENDED~~each ~~DECEMBER~~serve 31for a one-year term or until their successors have been elected and qualified at the Company’s annual meeting of shareholders. The Company’s officers serve at the discretion of the Company’s board of directors, ~~2010~~until ~~AND~~their ~~2009~~death, or until they resign or have been removed from office.

					Additional
	Common stock				Paid In		Accumulated			Treasury stock						Stockholders’
	Shares		Amount		Capital		Deficit			Shares			Amount			Equity
Balance, December 31, 2008		11,425,903	$	5,713	$	1,639,966	$	(888,032	)		(40,000	)	$	(20,000	)	$	737,647
Stock option expense		—		—		1,122		—			—			—			1,122
Net loss for the year ended Decemeber 31, 2009		—		—		—		(115,605	)		—			—			(115,605	)
Balance, December 31, 2009		11,425,903		5,713		1,641,088		(1,003,637	)		(40,000	)		(20,000	)		623,164
Stock option expense		—		—		61,438		—			—			—			61,438
Net loss for the year ended Decemeber 31, 2010		—		—		—		(24,127	)		—			—			(24,127	)
Balance, December 31, 2010		11,425,903	$	5,713	$	1,702,526	$	(1,027,764	)		(40,000	)	$	(20,000	)	$	660,475

None of our directors or officers is a director in any other reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

~~See notes to consolidated financial statements.~~14

~~F-6~~There are no agreements or understandings for any director or officer to resign at the request of another person and none of the directors or officers is acting on behalf of or will act at the direction of any other person.

~~TILDEN~~Christopher ~~ASSOCIATES~~Panzeca, ~~INC~~Chief Executive Officer and ~~SUBSIDIARIES~~Director

~~NOTES~~Christopher TOPanzeca ~~CONSOLIDATED~~is ~~FINANCIAL~~currently ~~STATEMENTS~~the Chief Executive Officer and director of the Company. In 2006, Mr. Panzeca founded Carrier Alliance Group, Inc. focusing on creating a telecommunications agency where retail customers can find quality service and use the latest technology. As the current Chief Executive Officer, Mr. Panzeca is responsible for overseeing the day to day operations of the Company. Due to Mr. Panzeca’s prior business experience in the telecommunications industry we believe he is qualified to serve on our Board of Directors.

~~NOTE~~James 1Stanco, -Chief ~~Summary~~Financial ofOfficer ~~Significant Accounting Policies~~and Director

~~Business~~James ~~Activity~~Stanco is currently the Chief Financial Officer and director of the Company. In 2007, Mr. Stanco joined Carrier Alliance Group, Inc. where he has been responsible for management oversight and responsibility of all financial functions and capital resources of the Company, including corporate finance, project finance, corporate accounting, reporting and risk management. Prior thereto, from 2004 through 2007, Mr. Stanco owned and operated a mortgage brokerage firm. In this role, he was responsible for managing the sales force and day to day business operations. Due to Mr. Stanco’s prior business experience we believe he is qualified to serve on our Board of Directors.

~~The~~Committees ~~Company was incorporated in the state~~ of ~~Delaware in June 1995 and is in~~ the ~~business~~Board 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.Directors

~~Principles~~Board of ~~Consolidation~~ Directors

~~The~~Our ~~consolidated~~directors ~~financial~~are ~~statements~~elected ~~include~~by ~~all~~the ~~wholly~~stockholders to ~~owned~~a ~~subsidiaries~~term of one year and serve until his or her successor is elected and qualified. ~~All~~Our ~~inter-company~~officers ~~profits~~are appointed by the Board of Directors to a term of one year and ~~transactions~~serve ~~have~~until ~~been~~his ~~eliminated~~or inher ~~consolidation~~successor is duly elected and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

~~Use~~Section of16(a) ~~Estimates~~Beneficial Ownership Reporting Compliance

~~The~~Section ~~preparation~~16(a) of ~~financial~~the ~~statements~~Exchange inAct ~~conformity~~requires the ~~with~~Company’s ~~generally~~directors, ~~accepted~~executive ~~accounting~~officers ~~principles~~and ~~requires~~persons ~~management~~who tobeneficially ~~make~~own ~~estimates~~10% ~~and~~or ~~assumptions~~more ~~that~~of ~~affect~~a class of securities registered under Section 12 of the ~~amounts~~Exchange ~~reported~~Act to file reports of beneficial ownership and changes in beneficial ownership with the ~~financial~~SEC. Directors, ~~statements~~executive officers and ~~accompanying~~greater ~~notes~~than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). ~~Actual~~To ~~results~~the ~~could~~best ~~differ~~of ~~from~~the Company’s knowledge, during the ~~estimates~~year ended December 31, 2011, no reports which were required were filed.

~~Revenue~~Code ~~Recognition~~of Ethics

~~The~~At ~~Company~~this ~~recognizes revenue in several ways: Initial fees from sale of franchises~~time, ~~market~~the ~~area~~Company ~~sales~~has tonot ~~market~~adopted ~~developer partners, royalties (as~~ a Code ~~percentage~~ of ~~gross~~Ethics ~~revenues)~~that ~~from~~applies ~~franchisees, transfer fees upon assignment of franchise rights, equipment sales, rental of premises~~ to ~~franchisees~~its ~~and the re-sale of Company owned automotive repair centers which are abandoned or re-possessed and developed for potential sale to franchisees. The Company has also recognized revenue by identifying~~directors, ~~purchasing~~officers and ~~re-selling~~key ~~commercial real estate typically connected with locations which it leases to automotive operators~~employees.

~~Franchise~~Board ~~fee~~Nomination revenue for initial franchise fees and from market area sales to market developer partners is recognized upon the execution of a franchise agreement and when all material services or conditions relating to the sale have been successfully completed by the Company. Initial franchise fees are priced at $25,000 for a new location and market area rights are priced at $50,000 for the right to develop up to ten locations in a specified market area. Market developer partners receive a percentage of royalty fees for development and management of their market and are responsible for substantially all training and other services required in opening new franchises in their regions. The cost of a new franchise was increased from $25,000 to $29,900 effective in 2011. Royalty fees are recognized weekly as a percentage of franchisee sales typically specified at six percent under the Company’s standard franchise agreement.Procedure

~~Cash~~There ~~and~~has ~~Cash~~been ~~Equivalents~~no material change to the procedures by which security holders may recommend nominees to the Company’s board of directors since inception.

~~Cash~~Item ~~and~~11. ~~cash~~Executive ~~equivalents include cash in banks and short-term investments with original maturities of less than three months~~Compensation.

~~Advertising~~The ~~Costs~~following table sets forth information with respect to compensation paid by us to our executive officers during the two most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

~~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.~~15

~~Income~~Summary Compensation ~~Taxes~~Table

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.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (2)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($) (3)	Total ($)

Robert Baskind	2011	$ 189,575
Chief Executive Officer,	2010	181,000			14,400				——
President (1)

~~Deferred~~(1) ~~income~~Robert ~~tax assets~~ and ~~liabilities~~Jason ~~are~~Baskind ~~recorded~~resigned tofrom ~~reflect~~ the ~~tax~~positions ~~consequences~~as ~~on future years~~ officers of the ~~temporary~~Company ~~differences~~on ofFebruary ~~revenue and expense items for financial statement and income tax purposes. Valuation allowances are provided against assets~~12,2012, ~~which~~in ~~are~~connection ~~not~~with ~~likely~~the toShare ~~be realized~~Exchange.

~~F-7~~Robert Baskind resigned as a member of the Board of Directors of the Company as of May 15, 2012.

Leases

2011 Outstanding Equity Awards at Fiscal Year

OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Robert Baskind	180,000	180,000		$0.20	(1)	0	0	0	0

~~Leases~~(1) ~~that~~60,000 ~~transfer~~options ~~substantially~~expire ~~all~~December of22, ~~the~~2013, ~~risks~~60,000 ~~and~~options ~~benefits~~expire December of17, ~~ownership~~2014 ~~are treated as capital leases. Capital leases are included in property~~ and ~~equipment~~60,000 ~~and~~options ~~are~~expire ~~depreciated~~December ~~over~~17, ~~their estimated useful lives using the straight-line method~~2015.

~~Carrying~~None ~~Values~~ of ~~Long-Lived~~the ~~Assets~~directors received any compensation from the Company in their positions as directors.

~~The~~Employment 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.Agreements

~~Intangible~~The ~~Assets~~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 $190,000 during 2011. In accordance with the terms of the employment contract, he is entitled to five percent increases on a yearly basis. On February 24, 2012, a new employment agreement was signed between Mr. Baskind and Tilden International Inc. (see NOTE 16-Subsequent Events) that expires March 1, 2022. The employment agreement, entitles Mr. Baskind to a salary of $197,534 in 2012 with five percent increases on an annual basis. Additionally, Mr. Baskind’s agreement provides for other customary provisions including health insurance and six weeks annual vacation. It also provides for a 25% bonus on his gross annual salary if the Company’s annual net income is $500,000 or greater. Finally, the Company may terminate this employment agreement upon the sale of the business as defined in the agreement, in which case Mr. Baskind is entitled to receive three years of compensation to effect his termination.

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.16

~~Presently,~~Item ~~the~~12. ~~Company~~Security ~~owns~~Ownership ~~the~~of ~~trademarks~~Certain ~~“Tilden~~Beneficial ~~for Brakes~~Owners ~~Car~~and ~~Care~~Management ~~Centers”, “Brakeworld”, The Brake Shop”~~ and ~~“American~~Related ~~Brake~~Stockholder ~~Service”~~Matters.

~~Goodwill~~As of February 19, 2013, our authorized capitalization was 200,000,000 shares of capital stock, consisting of 150,000,000shares of common stock, $0.0005 par value per share and 50,000,000 shares of blank check preferred stock, $0.0005 par value per share. As of February 19, 2013, there were 85,608,596 shares of our common stock outstanding, all of which were fully paid, non-assessable and entitled to vote.

~~Goodwill~~The ~~represents~~following ~~the~~table ~~amount~~sets ~~paid~~forth, inas ~~consideration~~of ~~for~~February 19, an2013, ~~acquisition~~the innumber ~~excess~~ of ~~the~~shares ~~net~~of ~~tangible~~our ~~assets~~common ~~acquired.~~stock ~~Goodwill~~owned isby ~~tested~~(i) each ~~for~~person ~~impairment~~who ~~annually~~is orknown ~~under~~by ~~certain~~us ~~circumstances,~~to ~~and~~own ~~written~~of ~~off~~record ~~when~~or beneficially ~~determined~~five topercent be(5%) ~~impaired.~~or Inmore ~~accordance~~of ~~with~~our ~~SFAS~~outstanding ~~No. 142~~shares, ~~the~~(ii) each ~~Company~~of ~~did~~our ~~not~~directors, ~~amortize~~(iii) each ~~goodwill~~of ~~for~~our ~~new~~executive officers ~~acquisitions~~and ~~made~~(iv) all ~~after~~of ~~June~~our ~~30,~~directors ~~2001.~~and ~~For~~executive ~~acquisitions~~officers ~~prior~~as toa ~~that~~group. ~~date,~~Unless ~~the~~otherwise ~~Company~~indicated, ~~continued~~each toof ~~amortize goodwill through~~ the ~~end~~persons listed ofbelow ~~2001.~~has ~~The~~sole ~~Company~~voting ~~conducts tests for impairment~~ and ~~goodwill~~investment ~~that~~power iswith ~~determined~~respect to ~~have~~the ~~become~~shares ~~impaired~~of isour ~~written~~common ~~off~~stock beneficially owned.

~~Accounts~~Executive Officers, Directors, and ~~Notes~~More ~~Receivable~~than 5% Beneficial Owners

~~Accounts~~The ~~and~~address ~~notes~~of ~~receivable~~each ~~are~~owner ~~primarily~~who ~~recorded~~is ~~for~~an ~~royalty~~officer ~~income,~~or ~~rental~~director ~~income,~~is ~~and~~c/o ~~franchise and market area sales. In instances where~~ the Company ~~provides~~at ~~financing~~120C toWilbur ~~franchisees~~Place, ~~and provides payment arrangements which allow for payments to be received over a period greater than one year~~Bohemia, ~~non-current~~New ~~receivables~~York ~~are recorded at the present value of estimated future cash flows~~11776.

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

Name of Beneficial Owner (1)		Number of Shares		Percent of Class

Christopher Panzeca	2	21,600,000	(2)(3)	25.23	%

Chief Executive Officer, President, Director

James Stanco	3	21,600,000	(3)(4)	25.23	%

Chief Financial Officer, Director	7	8,000,000		9.34	%

Advanta Management Consulting, Inc.	7	2,000,000		2.34	%

John Cacchioli, Esq.		8,000,000		9.34	%

All officers and directors as a group (2 persons)		43,200,000		50.46	%

Property and Equipment

	(1)	Beneficial ownership generally includes voting or investment power with respect to securities. Unless otherwise indicated, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the securities. Beneficial ownership is determined in accordance with Rule 13d–3(d)(1) under the Exchange Act and includes securities for which the beneficial owner has the right to acquire beneficial ownership within 60 days.
	(2)	On February 15, 2012, Mr. Christopher Panzeca was appointed as our Chief Executive Officer and director effective immediately.
	(3)	As described above in “Business”; “Overview”, on February 15, 2012 effective with the consummation of the transactions contemplated by the Share Exchange Agreement the Company issued 6,000,000 shares to each of the shareholders of Carrier.

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.17

Stock-based Compensation

	(4)	On February 15, 2012, James Stanco was appointed as our Chief Financial Officer and director effective immediately.

	(5)	The number above does not include the 180,000 options owned by Mr. Baskind to purchase 180,000 shares of common stock at $0.20 per share; 60,000 of said options expire December 22, 2013, 60,000 expire December 17, 2014 and 60,000 December 17, 2015. Mr. Baskind resigned from his position as a board member effective March 31, 2012.

	(6)	Pursuant to the terms of the Share Exchange Agreement, Tilden International is to remain at no less than 6% of the share capital until February 2014.

	(7)	Advanta Management Consulting, Inc., a Consultant of the Company is owned and controlled by James Zimbler. Mr. Zimbler was also deemed to have a controlling interest in DLPNY Inc., an entity which had received 2,000,000 shares as part of a debt conversion. The Company is in the process of trying to have these 2,000,000 shares cancelled by the Company’s Transfer Agent at the request of DPLNY, Inc. and the Company-See Note 16 to the Financial Statements entitled “Subsequent Events” under “Assignment of debt and debt conversion agreement”.

~~Effective~~Description ~~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.Securities

~~F-8~~On April 27, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to: (i) change the name of the Company from Tilden Associates, Inc. to Carrier Alliance Holdings, Inc.; (ii) increase the Company’s authorized capital stock from thirty million (30,000,000) shares to two hundred million (200,000,000) shares of capital stock; (iii) authorize the creation of fifty million (50,000,000) shares of blank check preferred stock; and (iv) effectuate a 1 for 10 (1:10) reverse stock split of the Company’s issued and outstanding shares of common stock.

~~Earnings~~Currently ~~Per~~the ~~Share~~Company has 85,608,596 shares of common stock issued and outstanding and no shares of preferred stock designated or issued.

~~Earnings~~Common 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 such inclusion is antidilutive.Stock

~~Reclassifications~~The shares of our common stock presently outstanding, and any shares of our common stock issues upon exercise of stock options and/or warrants, will be fully paid and non-assessable. Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions. Since the holders of common stock do not have cumulative voting rights, holders of more than 50% of the outstanding shares can elect all of our Directors, and the holders of the remaining shares by themselves cannot elect any Directors. Holders of common stock are entitled to receive dividends, if and when declared by the Board of Directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

~~Certain~~Voting ~~amounts in the 2009 financial statements were reclassified to conform to the 2010 presentation.~~Rights

~~Business~~Each ~~Segment~~holder ~~Information~~of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.

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.Dividends

~~New~~Holders ~~accounting~~of ~~pronouncements~~Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Company’s board of directors out of legally available funds. The Company and its predecessors have not declared any dividends in the past. Further, the Company does not presently contemplate that there will be any future payment of any dividends on Common Stock.

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.18

~~NOTE 2 - Accounts and Notes Receivable~~Options

~~Accounts~~As ~~and~~of ~~notes~~February ~~receivable~~19, ~~consisted~~2013, we had options to purchase an aggregate of 345,000 shares of our common stock outstanding, with an exercise price for the ~~following:~~options at $0.20 per share.

	December 31, 2010			December 31, 2009
Trade receivables from franchisees	$	578,916		$	639,982
Installment loans due from January 1, 2011 with an interest rate of 6%		92,366			25,000
		671,282			664,982
Less allowance for doubtful accounts		(349,951	)		(290,066	)
		321,331			374,916
Less current portion		(321,331	)		(349,916	)
Non-current accounts and notes receivable	$	—		$	25,000

Anti-Takeover Provisions

~~NOTE~~Our 3Articles –of ~~Property~~Incorporation and ~~Equipment~~Bylaws contain provisions that may make it more difficult for a third party to acquire or may discourage acquisition bids for us. Our Board of Directors may, without action of our stockholders, issue authorized but unissued common stock. The issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal.

~~Property~~Disclosure ~~and~~of ~~equipment~~Commission ~~consisted~~Position ofon ~~the~~Indemnification ~~following:~~for Securities Act Liabilities

	December 31, 2010			December 31, 2009
Machinery and shop equipment	$	5,704		$	5,704
Signage		5,623			5,623
Furniture		11,693			11,693
		23,020			23,020
Less accumulated depreciation		(23,020	)		(23,020	)
Property and equipment, net of accumulated depreciation	$	—		$	—

The Company’s Bylaws provide for indemnification of directors and officers against certain liabilities. Officers and directors of the Company are indemnified generally for any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was unlawful.

~~Depreciation~~The ~~expense~~Company’s ~~for~~Articles ~~the~~of ~~years~~Incorporation ~~ended~~further ~~December~~provides ~~31,~~the following ~~2010 and 2009 was $0 and $1,799, respectively.~~indemnifications:

~~F-9~~(a) a director of the Corporation shall not be personally liable to the Corporation or to its shareholders for damages for breach of fiduciary duty as a director of the Corporation or to its shareholders for damages otherwise existing for (i) any breach of the director’s duty of loyalty to the Corporation or to its shareholders; (ii) acts or omission not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) acts revolving around any unlawful distribution or contribution; or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If Nevada Law is hereafter amended to eliminate or limit further liability of a director, then, in addition to the elimination and limitation of liability provided by the foregoing, the liability of each director shall be eliminated or limited to the fullest extent permitted under the provisions of Nevada Law as so amended. Any repeal or modification of the indemnification provided in these Articles shall not adversely affect any right or protection of a director of the Corporation under these Articles, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this limitation of liability, prior to such repeal or modification.

~~NOTE~~(b) 4the -Corporation ~~Intangible~~shall ~~Assets~~indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including, but not limited to attorney’s fees) incurred by reason of the fact that he is or was a director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity of an employee benefit plan. The Corporation shall also indemnify any person who is serving or has served the Corporation as a director, officer, employee, fiduciary, or agent and that person’s estate and personal representative to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

~~Intangible~~Insofar ~~assets~~as ~~consisted~~indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the ~~following:~~Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our directors, officers or controlling persons in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues.

	December 31, 2010			December 31, 2009
Trademarks (subject to amortization)	$	45,196		$	45,196
Franchise and market area rights (not subject to amortization)		311,912			358,600
		357,108			403,796
Less accumulated amortization		(124,220	)		(122,758	)
Intangible assets, net of accumulated amortization	$	232,888		$	281,038

~~NOTE~~On 5December –20, ~~Credit~~2012 ~~Line~~Carrier issued promissory notes to its president, Chris Panzeca and chief financial officer, James Stanco in the amounts of $15,000 and $10,000 respectively. Each of the notes bears interest at 6% and is payable on demand.

InAs ~~August~~of ~~2006~~July 17, 2012, the Company ~~secured~~issued ~~a $250~~6,000,000 shares ~~revolving line~~ of ~~credit~~common ~~with~~stock ato ~~stated~~Christopher ~~rate~~Panzeca ofand ~~interest of prime plus one percentage point. The line was secured by the assets of the Company. As of December 31~~6, ~~2010~~000,000 ~~the~~shares ~~Company~~to ~~has~~James ~~lost~~Stanco ~~the~~in ~~credit~~accordance ~~line~~with ~~as a result of not utilizing~~ the ~~available~~transactions ~~line~~contemplated by ~~of credit for several years. The Company is in~~ the ~~process~~Share ofExchange ~~applying to re-establish a line of credit~~Agreement.

~~NOTE~~As 6of –July ~~Deposits~~17, on2012, ~~Franchises~~the Company issued 16,000,000 shares of common stock to Christopher Panzeca, 16,000,000 shares to James Stanco and 4,500,000 shares to Tilden International.

~~The~~In September 2012, the Company issued 36,750,000 shares ~~under~~of ~~the~~freely ~~terms~~tradable common stock to an aggregate of ~~its~~20 ~~standard~~holders ~~franchise~~of ~~agreement~~debt, ~~typically~~pursuant ~~receives~~to a ~~$15,000~~debt ~~deposit~~conversion ~~upon~~agreement. Each of these holders received the ~~signing~~debt ofas aan ~~franchise~~assignment ~~agreement~~from ~~and~~Advanta ~~the~~Management ~~balance~~Consulting, ofInc. (“Advanta”), an entity controlled by a consultant to the ~~franchise~~Company, ~~fee~~which ~~upon~~had acquired the ~~franchisee’s~~rights ~~acceptance~~to ofthe adebt ~~Tilden~~owed ~~approved~~by ~~franchise~~the ~~location.~~Company ~~These~~to ~~deposits~~Michael ~~are~~Krome, ~~generally~~Esq., ~~non-refundable~~(“Krome”) for ~~after~~legal ~~180~~services ~~days~~he ~~but~~rendered to the Company ~~has~~in ~~allowed~~2003 ~~prospective~~through ~~franchisees~~2007 pursuant to ~~apply~~an ~~non-refundable~~assignment ~~deposits~~of debt agreement between Advanta and Krome for nominal consideration paid by Advanta to aKrome. ~~different~~Invoices ~~location~~from ~~identified~~Krome, intotaling approximately $38,000 approved by Baskind, were initially not on the ~~future~~books of the Company prior to December 31, 2011. ~~Total~~We ~~deposits~~adjusted onthe ~~franchises~~financial ~~amounted~~statements to include the $~~183~~38,000 in accounts payable and ~~$198~~accrued expenses at December 31,~~000~~ 2011 and as professional fees in ~~2010~~selling, general and ~~2009~~administrative expenses in the accompanying statement of operations for the year ended December 31, ~~respectively~~2011.

~~NOTE~~In 7December –2012, ~~Income~~the ~~Taxes~~Company’s management became aware that 2,000,000 of the shares issued pursuant to the debt conversion, were issued to an entity with common ownership to Advanta which it believed to have been issued in error. The consultant has returned the 2,000,000 shares to the Company and the shares have been cancelled.

~~Tilden~~Pursuant ~~Associates~~to ~~Inc.~~the debt conversion agreement between the Company (authorized by Panzeca and ~~subsidiaries~~Stanco) ~~have~~and ~~elected~~the toassignees, ~~file consolidated~~a ~~income~~total ~~tax~~of ~~returns~~$18,375 ~~for~~of ~~Federal~~the ~~and~~$38,000 ~~New~~Krome ~~York~~debt ~~State~~was ~~taxes.~~satisfied ~~Tax~~through the ~~expense~~issuance isof ~~allocated~~the to36,750,000 ~~each~~freely ~~subsidiary~~tradable ~~based~~shares of our common stock at the conversion price of $0.0005 per share. Based on the August 10, 2012 closing trading price of $0.08 per share, the ~~proportion~~fair value of ~~its~~the ~~taxable~~34,750,000 ~~income~~(after reduction for the 2,000,000 shares returned to the ~~total~~Company) ~~consolidated~~shares ~~taxable~~was ~~income~~$2,780,000. The $2,761,625 excess will be expensed as stock based compensation during the three months ended September 30, 2012.

AIn ~~reconciliation~~September, of2012, the ~~expected~~Company ~~income~~issued ~~tax~~5,000,000 shares ~~expense~~of ~~(benefit)~~common stock to ~~reported~~Christopher ~~income~~Panceza ~~tax~~and ~~follows:~~5,000,000 shares to James Stanco.

	Years Ended
	December 31,
	2010			2009
Federal income tax (benefit) at 35% statutory income tax rate	$	(7,807	)	$	(38,894	)
Nondeductible increase non-taxable (decrease) in Allowance for doubtful accounts		20,960			(56,219	)
Change in valuation allowance		(11,331	)		99,593
Provision for income taxes	$	1,822		$	4,480

Mr. Robert Baskind has an employment contract with Tilden Associates, Inc. that renews annually on the first day of each year and which entitled him to a salary of approximately $190,000 during 2011. In accordance with the terms of the employment contract, he is entitled to five percent increases on a yearly basis. On February 24, 2012, a new employment agreement was signed between Mr. Baskind and Tilden International Inc. (see NOTE 16-Subsequent Events) that expires March 1, 2022. The employment agreement, entitles Mr. Baskind to a salary of $197,534 in 2012 with five percent increases on an annual basis. Additionally, Mr. Baskind’s agreement provides for other customary provisions including health insurance and six weeks annual vacation. It also provides for a 25% bonus on his gross annual salary if the Company’s annual net income is $500,000 or greater. Finally, the Company may terminate this employment agreement upon the sale of the business as defined in the agreement, in which case Mr. Baskind is entitled to receive three years of compensation to effect his termination.

~~F-10~~Tilden International, Inc., an affiliate of Robert Baskind, owns 6.75% of the Company, and is entitled to maintain such percentage until February 2014.

~~Net operating loss carryovers at December 31, 2010 were approximately $535,000 and will expire in years from 2011 to 2030. The Company does not anticipate fully utilizing these carryovers in 2011.~~20

~~NOTE~~Item 814. –Principal ~~Commitments~~Accountant Fees and ~~Contingencies~~Services.

~~Leases~~a. Audit Fees: Aggregate fees billed by Michael T. Studer CPA, P.C. (“Studer”) for professional services rendered for the audit of our annual financial statements included in Form 10-K and review of our financial statements included in Form 10-Q for the years ended December 31, 2011 and 2010 were approximately $25,000 and $25,000, respectively.

~~The~~b. ~~Company,~~Audit-Related ~~through~~Fees: ~~various~~No ~~subsidiaries,~~fees ~~sub-lets~~were ~~properties~~billed for toassurance ~~several~~and ~~franchisees.~~related ~~Additionally,~~services ~~several~~reasonably ~~franchisees~~related ~~sub-let~~to ~~property~~the ~~from~~performance ~~affiliates~~ of the ~~Company’s~~audit ~~President~~or ~~(See~~review ~~Note~~of ~~10).~~our ~~Franchisees~~financial ~~typically~~statements ~~pay~~and not ~~rent~~reported onunder ~~these~~“Audit ~~properties~~Fees” toabove in the ~~subsidiaries.~~years Inended ~~some~~December ~~circumstances~~31, ~~franchisees~~2011 ~~may~~and ~~pay rent directly to the lessors of the operating leases~~2010.

~~Future~~c. Tax ~~minimum~~Fees: ~~lease~~No ~~payments~~fees ~~under~~were ~~these operating~~billed ~~leases~~by atStuder for tax services for the year ended December 31, ~~2010~~2011 ~~are~~and asDecember ~~follows:~~31, 2010.

2011	$	370,908
2012		382,035
2013		393,496
2014		401,366
2015		349,394
2016 and thereafter		1,367,050
	$	3,264,249

d. All Other Fees: There were no other fees billed by Studer for the year ended December 31, 2011 and December 31, 2010.

~~Future~~Audit ~~minimum~~Committee ~~rental income on sub~~Pre-~~leases~~Approval atPolicies ~~December~~and ~~31, 2010 are as follows:~~Procedures

2011	$	286,868
2012		293,674
2013		240,684
2014		247,905
2015		297,576
2016 and thereafter		1,837,516
	$	3,204,223

The Company’s Audit Committee has policies and procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent accounting firms. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by these firms during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee.

~~The~~Pursuant ~~company~~to ~~leases~~the anSarbanes-Oxley ~~office~~Act inof ~~New~~2002, the ~~York~~fees ~~under~~and anservices ~~agreement~~provided ~~that~~as ~~commenced~~noted inabove ~~October~~were ~~2003~~authorized and ~~expires~~approved inby ~~September~~the ~~2013.~~Audit ~~Total~~Committee ~~gross~~in ~~rent~~compliance ~~expense~~with ~~for~~ the ~~years~~pre-approval policies ~~ended December 31 2010~~ and ~~2009~~procedures ~~was~~described ~~$21,401 and $18,134, respectively~~herein.

~~The future minimum annual rental payments at December 31, 2010 are as follows:~~21

2011	$	23,325
2012		24,675
2013		18,675
	$	66,675

PART IV

~~F-11~~Item 15. Exhibits, Financial Statement Schedules.

Employment Agreements

Exhibit No.			Description

4.2			Allonge dated November 14, 2012 to the Senior Secured Promissory Note

10.2			Agreement dated November 14, 2012 regarding the Share Exchange Agreement among the parties signatories thereto

31.1			Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*

31.2			Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*

32.1			Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2			Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

~~The~~* ~~President~~filed of the Company, Mr. Robert Baskind, has an employment contract that renews annually on the first day of each year and which entitled him to a salary of approximately $181,000 during 2010. In accordance with the terms of the employment contract, he is entitled to five percent increases on a yearly basis. The employment agreement, as amended, expires in 2015. Additionally, Mr. Baskind’s agreement provides for other customary provisions.herewith

~~NOTE 9 – Concentration of Credit Risk~~22

~~Financial~~TILDEN ~~instruments that potentially subject the Company to credit risk include cash and accounts and notes receivable. At December 31~~ASSOCIATES, ~~2010 one account exceeded federally insured limits by approximately $3,200 and at December 31, 2009 one account exceeded the federally insured limits by approximately $211,025~~INC. ~~Also,~~AND at December 31, 2010 and December 31, 2009, the Company had accounts and notes receivable from franchisees of approximately $321,000 and $375,000, respectively, net of an allowance for doubtful accounts of approximately $350,000 and $290,000, respectively. Notes receivable, derived principally from sales of franchises and market areas, are collateralized by the franchise agreements to which they relate. Presently, a majority of the Company’s franchises are within the states of New York, Florida and Colorado.SUBSIDIARIES

~~NOTE~~FINANCIAL ~~10 - Related Party Transactions~~STATEMENTS

~~Franchise~~AND ~~Facilities~~SUPPLEMENTAL INFORMATION

~~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~~ DECEMBER 31, ~~2010~~2011 ~~and~~AND ~~2009, rent paid to the Company’s president and affiliates for real estate sublet was $64,478 and $23,444, respectively. During the year ended December 31,~~ 2010, the Company was charged for underpaid prior rent in the amount of $41,000. The charge was paid to a realty company partially owned by the Company’s president. The Company is currently attempting to sell the rights to the location to a prospective franchisee. 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~~Table of ~~11 - Stock Options~~Contents

Tilden Associates, Inc. Stock Option Plans

		Page

Report of Independent Registered Public Accounting Firm		F - 2

Consolidated Balance Sheets		F - 3

Consolidated Statements of Operations		F - 4

Consolidated Statements of Stockholders’ Equity		F - 5

Consolidated Statements of Cash Flows		F - 6

Notes to Consolidated Financial Statements		F - 7 – F - 19

SUPPLEMENTAL INFORMATION :

	Report of Independent Registered Public Accounting Firm on Supplemental Financial Information	F - 20

	Consolidated Statements of Selling, General and Administrative Expenses	F - 21

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 nonF-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.1

~~From~~MICHAEL ~~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~~T.01 ~~per~~STUDER ~~share~~CPA ~~to $3~~P.~~00 per share~~C. ~~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, East ~~2006,~~Sunrise 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.Highway

~~F-12~~Freeport, N.Y. 11520

OnPhone: ~~December 22, 2008, the Company granted a total of 1,150,000 stock options~~ (~~600,000~~516) options to the Company’s chief executive officer, 525,000 options to the Company’s two other directors, and 25,000 to a Company consultant. The options are exercisable at a price of $0.02 per share and expire in five years. The $7,475 fair value of the options, which was calculated using the Black378-~~Scholes option pricing model using the following assumptions: $0.01 stock price, $0.02 exercise price, 2% risk free interest rate and 100% volatility, was expensed $1,122 in 2009 and $6,353 in 2010.~~1000

OnFax: ~~December 17, 2009, the Company granted a total of 1,150,000 stock options~~ (~~600,000~~516) options to the Company’s chief executive officer, 525,000 options to the Company’s two other directors, and 25,000 to a Company consultant. The options are exercisable at a price of $0.02 per share and expire in five years. The $27,485 fair value of the options, which was calculated using the Black546-~~Scholes option pricing model using the following assumptions: $0.03 stock price, $0.02 exercise price, 2% risk free interest rate and 100% volatility, was expensed in 2010.~~6220

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

ATo ~~summary of stock options activity for~~ the ~~years~~Board ~~ended~~of ~~December~~Directors ~~31, 2009~~ and ~~2010 are as follows:~~Stockholders of

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

Carrier Alliance Holdings, Inc. (formerly Tilden Associates, Inc.)

~~Stock~~I ~~options~~have ~~outstanding~~audited atthe accompanying consolidated balance sheets of Tilden Associates, Inc. and subsidiaries (the Company) as of December 31, 2011 and 2010 ~~consist~~and the related consolidated statements of: operations, changes in 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.

Date Granted	Number Outstanding		Number Exercisable		Exercise Price		Expiration Date
December 22, 2008		1,150,000		1,150,000	$	0.02	December 22, 2013
December 17, 2009		1,150,000		1,150,000	$	0.02	December 17, 2014
December 17, 2010		1,150,000		1,150,000	$	0.02	December 17, 2015
Total		3,450,000		3,450,000

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.

~~F-13~~In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tilden Associates, Inc. and subsidiaries as of December 31, 2011 and 2010 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.

~~NOTE~~/s/ 12Michael –T. ~~Franchises~~Studer ~~and~~CPA ~~Market~~P.C. ~~Area~~Michael ~~Activities~~T. Studer CPA P.C.

~~Franchises~~Freeport, New York

~~During~~September ~~the years ended December 31~~12, ~~2010~~2012 ~~and~~(except ~~2009,~~as ~~the~~to ~~Company~~Note ~~sold none and three new franchises~~16, ~~respectively.~~which is Asdated ofFebruary ~~December 31~~19, 2010 and 2009, the Company had 40 and 43 active franchised locations. Throughout each year several franchises are returned to the Company’s control either through foreclosures or abandonment. The Company had no franchisor-owned repair shops in operation during the years ended December 31, 2010 and 2009.2013)

~~Market Areas~~F-2

~~During~~TILDEN ~~the years ended December 31~~ASSOCIATES, ~~2010~~INC. ~~and~~AND ~~2009, the Company sold no rights in 2010 and one right in 2009 to develop new market areas resulting in market area sales income of $0 and $50,000 during the respective years.~~SUBSIDIARIES

~~NOTE~~CONSOLIDATED 13BALANCE ~~– Retirement Plan~~SHEETS

In November, 2006, the Company adopted a qualified deferred arrangement 401(k) plan where employees may contribute up to the Internal Revenue Service deferred compensation limit for 401(k) plans, which was $16,500 in 2010. The plan allows the Company to make optional non-elective contributions into the plan for full-time employees. For the years ended December 31, 2010 and 2009, Company contributions to the plan (which are expensed when incurred) were $10,692 and $0, respectively.ASSETS

NOTE 14 - Sale of Real Property

	December 31,
	2011			2010

Cash and cash equivalents	$	491,316		$	565,620
Accounts and notes receivable - net of allowance for doubtful accounts of $374,678 and $349,951 at December 31, 2011 and 2010, respectively		283,202			321,331
Inventory		4,300			4,300
Prepaid expenses and other current assets		—			25,856
Total current assets		778,818			917,107

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

Intangible assets, net of accumulated amortization of $114,165 and $124,220, respectively		212,543			232,888
Accounts and notes receivable - net of allowance for doubtful accounts of $34,812 and $0, respectively		27,612			—
Security deposits		26,500			73,985
Total other assets		266,655			306,873
Total assets	$	1,045,473		$	1,223,980

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	249,256		$	231,773
Deposits on franchises		173,000			183,000
Income taxes payable		17,732			19,770
Total current liabilities		439,988			434,543

Security deposits		48,600			128,962
Total liabilities		488,588			563,505

STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized; 1,158,590 and 1,142,590 shares issued at December 31, 2011 and 2010, respectively		579			571
Additional paid-in capital		1,687,660			1,707,668
Accumulated deficit		(1,131,354	)		(1,027,764	)
		556,885			680,475
Less: treasury stock at December 31, 2010 - 4,000 shares, stated at cost		—			(20,000	)
Total stockholders' equity		556,885			660,475
Total liabilities and stockholders' equity	$	1,045,473		$	1,223,980

InSee ~~December~~notes ~~2010, the Company exercised its option~~ to ~~purchase~~consolidated ~~certain~~financial ~~real property in Houston, Texas from the lessor of a franchise location~~statements. The option had been originally stipulated as part of the signing of a long-term lease by the Company in June, 2000. The option was re-negotiated and executed in September, 2010. The cost of purchasing the real property from the lessor was approximately $391,000. The purchase was financed by cash on hand at the time of the purchase. The Company had identified a buyer for the location and was able to simultaneously sell the real property for $675,000 resulting in a profit of approximately $284,000. The Company also negotiated to lease the location from the buyer of the real property and sublet the location to a franchisee.

F-143

~~MICHAEL~~TILDEN TASSOCIATES, INC. ~~STUDER~~AND ~~CPA P.C.~~SUBSIDIARIES

18CONSOLIDATED ~~East~~STATEMENTS ~~Sunrise~~OF ~~Highway, Suite 311~~OPERATIONS

Freeport, N.Y. 11520

	Year Ended December 31,
	2011			2010
REVENUES
Initial franchise acquisition fees	$	34,900		$	5,000
Royalty fees		560,434			543,941
Gain on sale of real-estate purchased for re-sale		—			283,755
Sales of Company owned locations		20,100			98,000
Rental income		533,840			472,958

Total revenues		1,149,274			1,403,654

COST OF REVENUES
Brokers Fees		—			56,288
Costs of Company owned locations sold		—			26,224
Franchise development fees		40,090			43,382
Rent for real estate sublet		467,886			458,477
Total cost of revenues		507,976			584,371

Gross profit		641,298			819,283
Selling, general and administrative expenses		787,782			802,200

Income (Loss) from operations before other income and expenses and provision for income taxes		(146,484	)		17,083

OTHER INCOME (EXPENSES)
Interest income		9,132			6,687
Income on reversal of accrued expenses and deposits deemed expired		227,212			—
Recognized loss pertaining to judgement on abandoned premises		(177,438	)		—
Miscellaneous income		5,191			613
Loss on impairment of franchise and market area rights		(17,823	)		(46,688	)
Total other income (expenses)		46,274			(39,388	)

Loss before provision for income taxes		(100,210	)		(22,305	)
Provision for income taxes		3,380			1,822
Net Loss	$	(103,590	)	$	(24,127	)

Per Share Data
Basic loss per share	$	(0.06	)	$	(0.02	)
Diluted loss per share	$	(0.06	)	$	(0.02	)

Weighted average shares outstanding-basic and diluted		1,138,590			1,138,590

~~Phone:~~See ~~(516)~~notes ~~378-1000~~to consolidated financial statements.

~~Fax: (516) 546~~F-~~6220~~4

~~REPORT~~TILDEN OFASSOCIATES, ~~INDEPENDENT~~INC. ~~REGISTERED~~AND ~~PUBLIC ACCOUNTING FIRM~~SUBSIDIARIES

ONCONSOLIDATED ~~SUPPLEMENTAL~~STATEMENTS ~~FINANCIAL~~OF ~~INFORMATION~~STOCKHOLDERS' EQUITY

ToFOR ~~the~~THE ~~Board~~YEARS ofENDED ~~Directors~~DECEMBER ~~and~~31, ~~Stockholders~~2011 ofAND 2010

~~Tilden~~(Adjusted ~~Associates~~to retroactively reflect the 1 for 10 reverse stock split effective May 3, ~~Inc.~~2012)

My report on the audit of the basic consolidated financial statements of Tilden Associates, Inc. and subsidiaries for the years 2010 and 2009 appears on page F-2. The audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.

	Common stock							Additional Paid In			Accumulated		Treasury stock						Total Stockholders'
		Shares			Amount			Capital			Deficit		Shares			Amount			Equity

Balance, December 31, 2009		1,142,590		$	571		$	1,646,230		$	(1,003,637	)	(4,000	)	$	(20,000	)	$	623,164

Stock option expense		—			—			61,438			—		—			—			61,438

Net loss for the year ended Decemeber 31, 2010		—			—			—			(24,127	)	—			—			(24,127	)

Balance, December 31, 2010		1,142,590		$	571		$	1,707,668		$	(1,027,764	)	(4,000	)		(20,000	)	$	660,475

Lapse of stop transfer instructions on prior year issuance of common stock		20,000			10			(10	)		—		—			—			—

Cancellation of treasury stock		(4,000	)		(2	)		(19,998	)		—		4,000			20,000			—

Net loss for the year ended Decemeber 31, 2011		—			—			—			(103,590	)	—			—			(103,590	)

Balance, December 31, 2011		1,158,590		$	579		$	1,687,660		$	(1,131,354	)	—		$	—		$	556,885

~~The~~See ~~supplementary~~notes information presented in the schedule of selling, general and administrative expenses that appears on page F-15, 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~~consolidated ~~auditing procedures applied in the audits of the basic~~ financial statements ~~for the years 2010 and 2009 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 15, 2011~~F-5

~~F-15~~TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

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

CONSOLIDATED STATEMENTS OF SELLING,

	Year Ended December 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(103,590	)	$	(24,127	)
Adjustments to reconcile net (loss) to net cash provided by (used for) operating activities:
Loss on impairment of franchise and market area rights		17,823			46,688
Depreciation and amortization		2,522			1,462
Provision for doubtful accounts		147,421			122,909
Stock option expense		—			61,438
Changes in operating assets and liabilities:
Accounts and notes receivable		(136,904	)		(69,324	)
Prepaid expenses and other current assets		25,856			(21,692	)
Security deposit receivable		47,485			(1,501	)
Accounts payable and accrued expenses		17,483			(6,804	)
Deposits on franchises		(10,000	)		(15,000	)
Income taxes payable		(2,038	)		(19,501	)
Security deposits payable		(80,362	)		2,163
Net cash provided by (used for) operating activities		(74,304	)		76,711

Cash flows from investing activities		—			—

Cash flows from financing activities		—			—

Net increase (decrease) in cash and cash equivalents		(74,304	)		76,711
Cash and cash equivalents at beginning of period		565,620			488,909
Cash and cash equivalents at end of period	$	491,316		$	565,620

Supplemental Cash Flow Information:
Interest paid	$	—		$	—
Income taxes paid	$	5,418		$	18,364

~~GENERAL~~See ~~AND~~notes ~~ADMINISTRATIVE~~to ~~EXPENSES~~consolidated financial statements.

	Year Ended December 31,
	2010		2009
Salaries and compensation expense	$	197,150	$	169,684
Officer’s salary		180,893		171,000
Stock option compensation expense		61,438		—
Payroll and other taxes		21,697		18,142
Employee benefits		10,692		—
Provision for doubtful accounts		122,909		269,345
Professional fees		70,609		79,091
Consulting		5,050		13,211
Rent		21,401		18,134
Office expense		19,520		14,095
Telephone expense		6,927		6,585
Fees and licenses		8,842		12,156
Amortization expense		1,462		1,462
Depreciation expense		—		1,799
Travel and entertainment		19,194		22,484
Trade shows		1,300		3,000
Training		—		2,500
Automobile expense		18,661		18,609
Advertising		1,600		4,542
Settlement expense		17,000		—
Insurance		12,195		6,968
Miscellaneous expense		3,660		2,971
	$	802,200	$	835,778

F-6

~~F-16~~TILDEN ASSOCIATES, INC and SUBSIDIARIES

~~TILDEN~~NOTES ~~ASSOCIATES,~~TO ~~INC.~~CONSOLIDATED ~~AND~~FINANCIAL ~~SUBSIDIARIES~~STATEMENTS

~~SIGNATURES~~NOTE 1 - Summary of Significant Accounting Policies

InBusiness ~~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.~~Activity

Date: April 15, 2011	TILDEN ASSOCIATES, INC.
	By:	/s/ ROBERT BASKIND
		Robert Baskind
		President and
		Chief Executive Officer

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.

InReverse ~~accordance~~Stock ~~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.~~Split

Signatures		Titles	Date
By:	/s/ ROBERT BASKIND	Chairman of the Board, President	April 15, 2011
	Robert Baskind	Chief Executive Officer (Principal
		Executive and Financial Officer)

Effective May 3, 2012, the Company affected a 1 for 10 reverse stock split of its common stock (decreasing the issued and outstanding shares of its common stock from 23,585,903 shares to approximately 2,358,590 shares). The accompanying consolidated financial statements have been adjusted to retroactively reflect the reverse stock split.

~~F-17~~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 in the United States 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, transfer fees upon assignment of franchise rights, equipment sales, rental of premises to franchisees and the re-sale of Company owned automotive repair centers which are abandoned or re-possessed and developed for potential sale to franchisees. The Company has also recognized revenue by identifying, purchasing and re-selling commercial real estate typically connected with locations which it leases to automotive operators.

Franchise fee revenue for initial franchise fees and from market area sales to market developer partners is recognized upon the execution of a franchise agreement and when all material services or conditions relating to the sale have been successfully completed by the Company. Initial franchise fees are priced at $29,900 for a new location and market area rights are priced at $50,000 for the right to develop up to ten locations in a specified market area. Market developer partners receive a percentage of royalty fees for development and management of their market and are responsible for substantially all training and other services required in opening new franchises in their regions. The cost of a new franchise was increased from $25,000 to $29,900 effective in 2011. Royalty fees are recognized weekly as a percentage of franchisee sales typically specified at six percent under the Company’s standard franchise agreement.

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 Accounting Standards Codification (“ASC”) Topic No. 740, “Income Taxes”, which requires that an asset and liability based approach be used in accounting for income taxes.

F-7

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 purposes. Valuation allowances are provided against assets, which are not likely to be realized.

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 ASC 350, “Intangibles – Goodwill and Other” 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 ASC 350, “Intangibles – Goodwill and Other” 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

Stock-based Compensation

Effective January 1, 2006, the Company adopted ASC 718, “Compensation - Stock Compensation” for stock-based compensation. ASC 718 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 ASC 260, “Earnings Per Share” 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. ASC 260 precludes the inclusion of any potential common shares in the computation of any diluted per-share amounts when such inclusion is anti-dilutive.

Reclassifications

Certain amounts in the 2010 financial statements were reclassified to conform to the 2011 presentation.

Business Segment Information

New accounting pronouncements

NOTE 2 - Accounts and Notes Receivable

Accounts and notes receivable consisted of the following:

	December 31, 2011			December 31, 2010
Account receivable:
Trade receivables from franchisees	$	635,493		$	578,916
Less allowance for doubtful accounts		(374,678	)		(329,036	)
Net		260,815			249,880

Notes receivable:

Trade installment loans receivable from franchisees arising from the sale of franchisees and related equipment, secured by assets sold:
Loan receivable, interest at 6%, initially due with monthly installments of principal and interest of $641 and a balloon payment of $69,440 due May 31, 2011		69,624	(a)		69,572
Loan receivable, interest at 6%, due in monthly installments of principal and interest of $1,721 through September 30, 2012		15,187			—
Loan receivable, interest at 6%, initially due January 1, 2011		—			22,794
Total		84,811			92,366

Less allowance for doubtful accounts		(34,812	)		(20,915	)
Net		49,999			71,451

Total accounts and notes receivable-net		310,814			321,331

Less current portion		(283,202	)		(321,331	)

Non-current portion	$	27,612		$	—

(a)

The Company has continued to collect royalty fees from the franchisee and payments towards the installment loan and accrued interest as it continues to evaluate collectability for the installment loan.

F-9

NOTE 3 – Property and Equipment

Property and equipment consisted of the following:

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

Depreciation expense for the years ended December 31, 2011 and 2010 was $0 and $0, respectively.

NOTE 4 - Intangible Assets

Intangible assets consisted of the following:

	December 31, 2011			December 31, 2010
Trademarks (subject to amortization)	$	45,196		$	45,196
Franchise and market area rights (not subject to amortization)		281,512			311,912
		326,708			357,108
Less accumulated amortization		(114,165	)		(124,220	)
Intangible assets, net of accumulated amortization	$	212,543		$	232,888

The Company incurred trademark costs of $0 and $0 in 2011 and 2010, respectively. For the years ended December 31, 2011 and December 31, 2010, the Company reflected losses on the impairment of franchise rights in the amounts of $17,823 and $46,688, respectively. The Company tests the carrying value of franchise and market area rights on a franchise-by-franchise basis and identifies individual franchise rights requiring write-down. Of the intangible assets listed above, only trademarks have been amortized for the years ended December 31, 2011 and December 31, 2010. The amortization expense was $2,522 and $1,462, respectively.

NOTE 5 – Deposits on Franchises

The Company, under the terms of its standard franchise agreement, typically receives a $15,000 deposit upon the signing of a franchise agreement and the balance of the franchise fee upon the franchisee’s acceptance of a Tilden approved franchise location. These deposits are generally non-refundable after 180 days but the Company has allowed prospective franchisees to apply non-refundable deposits to a different location identified in the future. Total deposits on franchises amounted to $173,000 at December 31, 2011 and $183,000 at December 31, 2010.

F-10

NOTE 6 – Credit Line

In August 2006, the Company secured a $250,000 revolving line of credit with a stated rate of interest of prime plus one percentage point. The line was secured by the assets of the Company. As of December 31, 2010, the Company had lost the credit line as a result of not utilizing the available line of credit for several years. The Company is in the process of applying to re-establish a line of credit.

NOTE 7 – Income Taxes

Tilden Associates Inc. and 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.

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

	Years Ended
	December 31,
	2011			2010
Federal income tax (benefit) at 35% statutory income tax rate	$	(21,774	)	$	(7,807	)

Nondeductible increase in allowance for doubtful accounts		20,839			20,960

State income taxes		3,380			1,822

Change in valuation allowance		935			(13,153	)
Provision for income taxes	$	3,380		$	1,822

Net operating loss carryovers at December 31, 2011 were approximately $875,000 and will expire in years from 2012 to 2031. The Company does not anticipate fully utilizing these carryovers in 2012.

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 at December 31, 2011 are as follows:

2012	$	445,117
2013		450,341
2014		405,242
2015		410,074
2016		384,904
2017 and thereafter		1,054,065
	$	3,149,743

Future minimum rental income on sub-leases at December 31, 2011 are as follows:

F-11

2012	$	383,814
2013		410,209
2014		371,909
2015		381,424
2016		390,470
2017 and thereafter		1,511,423
	$	3,449,249

The Company leases an office in New York under an agreement that commenced in October 2003 and expires in September 2013. Total gross rent expense for the years ended December 31 2011 and 2010 was $25,920 and $21,401, respectively.

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

2012	$	24,225
2013		18,675
	$	42,900

In April 2011 a subsidiary of the Company, Tilden Hempstead, Inc. was adjudged liable to a Florida landlord of a property which Tilden Hempstead, Inc. subleased to a franchisee under a sublease agreement. The location was abandoned by the franchisee and relinquished by Tilden Hempstead Inc. during 2011. The judgement is for $177,438 and includes rent, real estate taxes, sales tax, insurance and accrued late fees. Tilden Hempstead, Inc., which has nominal assets, did not challenge the claim. The Company believes that the liability is limited to Tilden Hempstead, Inc. and does not intend to pay the judgement.

The Company has recognized a $177,438 loss in 2011 for this event (included in other expenses in the accompanying consolidated statement of operations and included in accounts payable and accrued expenses in the accompanying consolidated balance sheet as of December 31, 2011).

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 $190,000 during 2011. In accordance with the terms of the employment contract, he is entitled to five percent increases on a yearly basis. On February 24, 2012, a new employment agreement was signed between Mr. Baskind and Tilden International Inc. (see NOTE 16-Subsequent Events) that expires March 1, 2022. The employment agreement, entitles Mr. Baskind to a salary of $197,534 in 2012 with five percent increases on an annual basis. Additionally, Mr. Baskind’s agreement provides for other customary provisions including health insurance and six weeks annual vacation. It also provides for a 25% bonus on his gross annual salary if the Company’s annual net income is $500,000 or greater. Finally, the Company may terminate this employment agreement upon the sale of the business as defined in the agreement, in which case Mr. Baskind is entitled to receive three years of compensation to effect his termination.

NOTE 9 – Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk include cash and accounts and notes receivable. At December 31, 2011 no accounts exceeded federally insured limits and at December 31, 2010 one account exceeded the federally insured limits by approximately $3,200. Also, at December 31, 2011 and December 31, 2010, the Company had accounts and notes receivable from franchisees of approximately $311,000 and $321,000, respectively, net of an allowance for doubtful accounts of approximately $409,000 and $350,000, respectively. Notes receivable, derived principally from sales of franchises and market areas, are collateralized by the franchise agreements to which they relate. Presently, a majority of the Company’s franchises are within the states of New York, Florida, Colorado and Texas.

F-12

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 years ended December 31, 2011 and 2010, rent paid to the Company’s President and affiliates for real estate sublet was $28,658 and $64,478, respectively. During the year ended December 31, 2010, the Company was charged for underpaid prior rent in the amount of $41,000. The charge was paid to a realty company partially owned by the Company’s President. The Company is currently attempting to sell the rights to the location to a prospective franchisee.

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 703,830 shares of the Company’s common stock at exercise prices ranging from $0.10 per share to $30.00 per share. Through December 31, 2005, 3,250 options were exercised, 93,880 options expired or were forfeited, and 606,700 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.

On December 22, 2008, the Company granted a total of 115,000 stock options (60,000 options to the Company’s chief executive officer, 52,500 options to the Company’s two other directors, and 2,500 to a Company consultant. The options are exercisable at a price of $0.20 per share and expire in five years. The $7,475 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.10 stock price, $0.20 exercise price, 2% risk free interest rate and 100% volatility, was expensed $1,122 in 2009 and $6,353 in 2010.

On December 17, 2009, the Company granted a total of 115,000 stock options (60,000 options to the Company’s chief executive officer, 52,500 options to the Company’s two other directors, and 2,500 to a Company consultant. The options are exercisable at a price of $0.20 per share and expire in five years. The $27,485 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.30 stock price, $0.20 exercise price, 2% risk free interest rate and 100% volatility, was expensed in 2010.

On December 17, 2010, the Company granted a total of 115,000 stock options (60,000 options to the Company’s chief executive officer, 52,500 options to the Company’s two other directors, and 2,500 to a Company consultant. The options are exercisable at a price of $0.20 per share and expire in five years. The $27,600 fair value of the options, which was calculated using the Black-Scholes option pricing model using the following assumptions: $0.30 stock price, $0.20 exercise price, 2.06% risk free interest rate and 100% volatility, was expensed in 2010.

F-13

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

Balance outstanding, December 31, 2009			230,000

Granted December 17, 2010			115,000

Balance outstanding, December 31, 2010			345,000

Granted in 2011			—

Balance outstanding, December 31, 2011			345,000

Stock options outstanding at December 31, 2011 consist of:

Date Granted	Number Outstanding		Number Exercisable		Exercise Price		Expiration Date

December 22, 2008		115,000		115,000	$	0.20	December 22, 2013

December 17, 2009		115,000		115,000	$	0.20	December 17, 2014

December 17, 2010		115,000		115,000	$	0.20	December 17, 2015

Total		345,000		345,000

NOTE 12 – Franchises and Market Area Activities

Franchises

During the years ended December 31, 2011 and 2010, the Company sold one and none new franchises, respectively. As of December 31, 2011 and 2010, the Company had 40 active franchised locations. Historically throughout most years several franchises are returned to the Company’s control either through foreclosures or abandonment. The Company had no franchisor-owned repair shops in operation during the years ended December 31, 2011 and 2010.

Market Areas

During the years ended December 31, 2011 and 2010, the Company sold no rights and accordingly did not recognize any income from sale of market area rights during the periods.

NOTE 13 – Retirement Plan

In November, 2006, the Company adopted a qualified deferred arrangement 401(k) plan where employees may contribute up to the Internal Revenue Service deferred compensation limit for 401(k) plans, which was $16,500 in 2011. The plan allows the Company to make optional non-elective contributions into the plan for full-time employees. For the years ended December 31, 2011 and 2010, Company contributions to the plan (which are expensed when incurred) were $10,850 and $10,692, respectively.

NOTE 14 - Sale of Real Property

In December 2010, the Company exercised its option to purchase certain real property in Houston, Texas from the lessor of a franchise location. The option had been originally stipulated as part of the signing of a long-term lease by the Company in June, 2000. The option was re-negotiated and executed in September, 2010. The cost of purchasing the real property from the lessor was approximately $391,000. The purchase was financed by cash on hand at the time of the purchase. The Company had identified a buyer for the location and was able to simultaneously sell the real property for $675,000 resulting in a profit of approximately $284,000. The Company also negotiated to lease the location from the buyer of the real property and sublet the location to a franchisee.

F-14

NOTE 15- Income on Reversal of Accrued Expenses and Deposits Deemed Expired

At December 31, 2011, the Company performed an analysis of accrued expenses and deposits payable. Based on the analysis the Company reversed a total of $227,212 of prior year accruals and unapplied deposits relating to abandoned locations and Company-owned stores and disputed vendor claims which are no longer probable of assertion. The Company recognized $227,212 of income in 2011 from these adjustments (which is included in other income in the accompanying consolidated statement of operations).

NOTE 16-Subsequest Events

Transactions with Carrier Alliance Group, Inc.

On February 15, 2012 (the “Closing Date” or the “Closing”) Tilden Associates, Inc. (“we”, “our” or the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among the Company, Carrier Alliance Group, Inc., a New York corporation (“Carrier”), and Chris Panzeca and James Stanco as the sole shareholders of Carrier (the “Carrier Shareholders”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Carrier Shareholders transferred and contributed all of their shares in Carrier (the “Carrier Shares”) to the Company, resulting in our acquisition of all of the outstanding Carrier Shares. In return, we issued to the Carrier Shareholders (the “Share Exchange”), an aggregate of 1,200,000 shares of common stock (12,000,000 shares pre-split), par value $0.0005 per share (the “Common Stock”) of the Company (the “Tilden Exchange Shares”). The foregoing issuances of the Tilden Exchange Shares to the Carrier Shareholders constituted approximately 51% of our issued and outstanding Common Stock as of and immediately after the consummation of the transactions contemplated by the Exchange Agreement.

Under the Exchange Agreement, immediately prior to Closing, the Company assigned (the “Assignment”) any and all assets and liabilities including without limitation, any cash, accounts receivable and franchising contracts held by the Company, to Tilden International, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Tilden International”) until the March 31, 2011 effective date of the spin-out described below. Within 15 days of the completion of the Assignment, the shares of stock of each subsidiary of the Company which existed prior to the Closing Date were to be assigned to Tilden International (the “Subsidiary Assignment”). Upon notice by Mr. Robert Baskind to the board of directors of the Company (the “Tilden Board”), the Company was to effectuate the following actions: (i) spin-out Tilden International and all assets of the Company to the stockholders of record of the Company as of the date immediately prior to the Closing Date as a separate entity from the Company and (ii) within 5 days of the Subsidiary Assignment, the Company was to assign its corporate name, “Tilden Associates, Inc.” to Tilden International. Pursuant to the Amendment to the Share Exchange Agreement dated November 14, 2012 (see below), the spin-out was deemed effective March 31, 2012. The Company is currently in the process of arranging for delivery of Tilden International stock certificates to the stockholders of record of the Company immediately prior to the Closing Date, which will result in additional professional fees and transfer agent fees. The Tilden International shares expected to be delivered will be restricted shares and currently have no public trading market. Accordingly, the Tilden International shareholders may not be able to easily dispose of their shares.

Further, in accordance with the Exchange Agreement, for two years from the Closing Date, Tilden International or its designees or assigns shall own no less than 6% of the issued and outstanding shares of capital stock of the Company on a fully diluted basis (the “Tilden Equity Interest”), other than issuances of capital stock relating to or in connection with (i) the consummation of any financing transaction with a Person (as defined in the Agreement) unrelated to any of the Parties (as defined in the Agreement) or their respective affiliates, except the Company may enter into a financing transaction with a Person related to any of the Parties or their respective affiliates if the Company receives greater than or equal to $50,000, (ii) a merger, acquisition or other business combination with a Person unrelated to any of the Parties or their respective affiliates, (iii) commencing on or after the one year anniversary of the Closing Date, a stock option plan approved by the Tilden Board or (iv) the issuance of one share of preferred stock to each Carrier Shareholder which preference over the Common Stock provides the Carrier Shareholders solely with a majority shareholder vote.

F-15

Upon 10 days notice to the Company, at the election of Mr. Robert Baskind, the Exchange Agreement may have been reversed and the Parties returned to their respective positions prior to the Closing if any of the conditions or obligations contained in the Exchange Agreement did not occur, including without limitation, the Company failing to file the requisite Current Report on Form 8-K within 71 days of Closing (which did not occur).

In addition, on February 15, 2012, in connection with the Share Exchange we issued a Senior Secured Promissory Note (the “Note”) in favor of Tilden International in the amount of $50,000 (the “Principal Amount”) due the earlier of (i) the time which the Company files the amended Current Report on Form 8-K disclosing the audited financials of Carrier or (ii) April 15, 2012. It was deemed an event of default under the Note if the Company or Carrier breached the terms of the Exchange Agreement. To date, the $50,000 due Tilden International has not been paid.

As a result of the Share Exchange and the other transactions contemplated thereunder, Carrier and Tilden International became wholly owned subsidiaries of the Company. Our officer and directors approved the Exchange Agreement and the other transactions contemplated thereunder. The officers, directors and Carrier Shareholders approved the Exchange Agreement and the other transactions contemplated thereunder.

In connection with the Closing of the Exchange Agreement on the Closing Date, Mr. Robert Baskind resigned from his position as Chief Executive Officer and Chief Financial Officer of the Company, effective immediately. Mr. Robert Baskind remained a director of the Company until his resignation effective May 15, 2012. On the Closing Date, Mr. Jason Baskind and Mr. Arthur Singer resigned from their positions as directors of the Company, effective immediately. Further, on the Closing Date, Mr. Christopher Panzeca was appointed as Chief Executive Officer and director of the Company, effective immediately. Mr. James Stanco was appointed as Chief Financial Officer and director of the Company, effective immediately.

As of the closing date of the Exchange Agreement, the Company had 2,358,596 shares issued post 1 for 10 (1:10) reverse stock split.

Amendments to Share Exchange Agreement

On November 14, 2012, the parties entered into an agreement pursuant to which the Carrier Shareholders, in lieu of transferring their shares of Carrier Group, exchanged their shares of Netlinx Inc., a Delaware corporation (“NetLinx”) for the Tilden Exchange Shares. . The shares of NetLinx transferred to the Company represented all of the issued and outstanding share capital of NetLinx on a fully-diluted basis, so that as of November 14, 2012 NetLinx became a wholly-owned subsidiary of the Company. This agreement is meant to modify the Share Exchange Agreement signed in February so that the shares of Carrier Group will not be contributed to the Company. The parties also agree to modify the terms of the Note to increase the principal outstanding thereunder to $57,400, said amount and accrued interest thereon to be due and payable on December 31, 2012. The parties further agreed that the spin out of Tilden International as provided for in the Share Exchange Agreement should be deemed to occur as of March 31, 2012.

As a result of the transactions described above, Tilden International and its business of selling franchisees shall no longer be a part of the Company as of March 31, 2012 and the Company will focus its resources on the business of NetLinx. Netlinx was incorporated on February 28, 2012 and plans to provide nationwide VOIP and traditional telecommunication services through several strategic partnerships as well as company operated platforms. Netlinx is classified as a provider of IP Dial Tone. NetLinx had no operating assets of substance and generated no revenues until it completed payment for it acquisition of equipment and software from Nectar Service Corp. (“Nectar”) as described below under “New Business Venture”

F-16

Amendment to Articles of Incorporation

On April 27, 2012, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to: (i) change the name of the Company from Tilden Associates, Inc. to Carrier Alliance Holdings, Inc.; (ii) increase the Company’s authorized capital stock from thirty million (30,000,000) shares to two hundred million (200,000,000) shares of capital stock; (iii) authorize the creation of fifty million (50,000,000) shares of blank check preferred stock; and (iv) effectuate a 1 for 10 (1:10) reverse stock split of the Company’s issued and outstanding shares of common stock.

Shares issued to Chris Panzeca and James Stanco

On August 23, 2012 the Company issued 16,000,000 shares of restricted common stock to Christopher Panzeca and 16,000,000 shares of restricted common stock to James Stanco as compensation for services rendered. Based on the August 10, 2012 (first date which stock traded subsequent to the July 17, 2012 date the Board of Directors authorized the issuance of the stock) closing trading price of $0.08 per share, the fair value of the 32,000,000 shares was $2,560,000 which will be recorded as compensation expense by the Company.

On November 19, 2012, the Company issued 5,000,000 shares of restricted common stock to Christopher Panceza and 5,000,000 shares of restricted common stock to James Stanco, as compensation for services rendered. Based on the October 22, 2012 (the date the Board of Directors authorized the issuance of the stock) closing trading price of $0.11 per share, the fair value of the 10,000,000 shares was $1,100,000 which will be recorded as compensation expense by the Company.

As a result the total shares issued to board of director members Christopher Panzeca and James Stanco totaled 21,600,000 each, or an aggregate of approximately 50% of the 85,608,596 shares issued and outstanding at November 30, 2012. Compensation expense resulting from the issue of these shares to the board members totaled $3,660,000.

Assignment of debt and debt conversion agreement

On September 6, 2012, the Company issued 36,750,000 shares of freely tradable common stock to an aggregate of 20 holders of debt, pursuant to a debt conversion agreement. Each of these holders received the debt as an assignment from Advanta Management Consulting, Inc. (Advanta), an entity controlled by a consultant to the Company, which had acquired the rights to the debt owed by the Company to Michael Krome, Esq., (“Krome”) for legal services he rendered to the Company in 2003 through 2007 pursuant to an assignment of debt agreement between Advanta and Krome for nominal consideration paid by Advanta to Krome. Invoices from Krome, totaling approximately $38,000 approved by Baskind, were initially not on the books of the Company prior to December 31, 2011. We adjusted the financial statements to include the $38,000 in accounts payable and accrued expenses at December 31, 2011 and as professional fees in selling, general and administrative expenses in the accompanying statement of operations for the year ended December 31, 2011.

At the date of the issuance of the 36,750,000 shares of freely tradable common stock to the 20 holders of debt and as of the date of issuance of the Company’s December 31, 2011 financial statements, none of the 20 holders of the debt were deemed to be an affiliated individual or entity as defined under SEC Rules, in particular Advanta. There was a difference of opinion between the Company’s two legal advisors with regard to the Company’s decision to deem Advanta as a non-affiliated individual.

In December 2012, the Company’s management became aware that 2,000,000 of the shares issued pursuant to the debt conversion were issued to DPLNY Inc. (“DPLNY”), an entity with common ownership to Advanta, which it believed to have been issued in error. The Company had requested that the consultant return the 2,000,000 freely tradable shares with the intention that the shares will be cancelled.

On January 23, 2013, the Company’s Transfer Agent issued an “Affidavit of Loss” in which it identified the need to have a surety fee paid of $1,100 to facilitate a replacement of the certificate issued to DPLNY for the 2,000,000 shares it had been issued on September 6, 2012 pursuant to the Krome debt assignment. The Affidavit of Loss was required so that a replacement certificate for the lost shares could be provided to effectuate the return of the 2,000,000 shares issued to DPLNY for their cancellation by the Transfer Agent. The Transfer Agent has since advised Carrier that it would waive the payment of the surety fee of $1,100.

In order for the Transfer Agent to effectuate the cancellation of the 2,000,000 shares issued to DPLNY, the Affidavit of Loss will need to be signed by DPLNY and notarized and a signed and bank medallion guaranteed “Stock Power” assigning the shares will need to be provided to the Transfer Agent. To the date of the issuance of these financial statements, no bank has been willing to provide its medallion signature guaranty without the actual stock certificate representing ownership of the shares being available at the time the medallion is to be affixed by the bank. As of the date of issuance of these financial statements the 2,000,000 shares issued to DPLNY still remain issued and outstanding for Carrier according to the Transfer Agent’s records. It is also unclear at this time whether and when the cancellation of the DPLNY shares can be accomplished by the Transfer Agent on behalf of the Company, which cancellation process may be hampered by Company unpaid past due Transfer Agent fees.

On February 14, 2013 the Company provided its Transfer Agent (1) a copy of a January 15, 2013 Panzeca/Stanco signed Board Resolution stipulating the Company’s intention to have the shares cancelled; (2) a copy of a February 12, 2013 letter signed by Susan Zimbler as President of DPLNY addressed to the Transfer Agent and to Carrier requesting cancellation of the 2,000,000 shares issued to DPLNY (for which the stock certificate evidencing ownership of the shares by DPLNY had already been reported to the Transfer Agent as having been misplaced or lost by DPLNY as the holder of the shares; and (3) a written request dated February 13, 2013 signed by Panzeca as CEO of Carrier addressed to the Transfer Agent to have the 2,000,000 shares issued to DPLNY cancelled.

Pursuant to the debt conversion agreement between the Company (authorized by Panzeca and Stanco) and the assignees, a total of $18,375 of the $38,000 Krome debt was satisfied through the issuance of the 36,750,000 freely tradable shares of our common stock at the conversion price of $0.0005 per share. . Based on the August 10, 2012 closing trading price (first date which stock traded subsequent to the July 17, 2012 date the Board of Directors authorized the issuance of the stock) of $0.08 per share, the fair value of the 36,750,000 shares was $2,940,000. The $2,921,625 excess of the fair value over the par value of the stock will be expensed as stock based compensation during the three months ended September 30, 2012. If and when the 2,000,000 shares issued to DPLNY are effectively cancelled, the fair value of those shares will be credited to stock based compensation expense for approximately $160,000 in the period the cancellation takes place.

F-17

Additional shares issued and committed to be issued

On August 23, 2012 the Company issued 4,500,000 shares of restricted common stock to Tilden International pursuant to the Exchange Agreement. The issuance of these shares will be recorded as a stock dividend in the amount of $360,000 based on the August 10, 2012 (first date which stock traded subsequent to the July 17, 2012 date the Board of Directors authorized the issuance of the stock) closing trading price of $0.08 per share. Along with the 1,158,590 shares of Company common stock owned directly by the stockholders of record of the Company immediately prior to the Closing Date, the Tilden International stockholders own directly and indirectly a total of 5,658,590 shares of the Company’s common stock, or approximately, 6.6% of the 85,608,596 shares issued and outstanding at November 30, 2012.

Promissory Notes

The Promissory Notes described below require the Company to issue a total of 205,000 restricted shares of our common stock to four of the note holders.

On December 30, 2011, Carrier Alliance Group, Inc. issued a convertible secured promissory note in the amount of $50,000 to H.G. Donti, LLC which note was amended on December 3, 2012 with the consent of the holder. Interest on said note accrues at the rate of 8% per annum and the note matured on June 1, 2012. The note is convertible at the option of the holder into shares determined by the greater of $0.20 per share or 70% of the average closing price of the common stock for ten trading days prior to conversion. Upon a financing of at least $1,000,000, the principal and accrued interest is automatically convertible at a conversion price per share equal to 70% of the price per share paid in the financing. Based on a conversion price of $0.20 per share (which is greater than the $0.03227 conversion price based on 70% of the ten day average closing price as of November 30, 2012), this note was convertible into 250,000 shares of common stock at that date.

On April 13, 2012, Carrier issued a promissory note in the amount of $10,000 to H.G. Donti, LLC which note was amended on December 3, 2012 and December 27, 2012 with the consent of the holder. Interest on said note accrues at the rate of 15% per annum and the note matured on August 13, 2012. As additional consideration, Carrier was required to deliver the note holder 25,000 restricted shares of common stock (which has not yet occurred).

On April 13, 2012, Carrier issued a promissory note in the amount of $40,000 to Jimmy Eger which note was amended on December 3, 2012 and December 27, 2012 with the consent of the holder. Interest on the said note accrues at the rate of $1,500 per month and the note matured on August 13, 2012. As additional consideration, Carrier was required to deliver the note holder 80,000 restricted shares of common stock (which has not yet occurred).

On May 16, 2012 Carrier issued a promissory note in the amount of $20,000 to Ferdinand Morabito which note was amended on December 3, 2012 with the consent of the holder. Interest on said note accrues at the rate of $750 per month and the note matured on September 16, 2012. As additional consideration, Carrier was required to deliver the note holder 50,000 restricted shares of common stock (which has not yet occurred).

On May 16, 2012 Carrier issued a promissory note in the amount of $20,000 to Christine Smith which note was amended on December 3, 2012 with the consent of the holder. Interest on said note accrues at the rate of $750 per month and the note matured on September 16, 2012. As additional consideration, Carrier was required to deliver the note holder 50,000 restricted shares of common stock (which has not yet occurred).

On December 20, 2012 Carrier issued promissory notes to its president, Chris Panzeca and chief financial officer, James Stanco in the amounts of $15,000 and $10,000 respectively. Each of the notes bears interest at 6% and is payable on demand.

F-18

For the six months ended June 30, 2012, the Company will recognize aggregate debt discounts from the Promissory Notes of $74,000 as follows:

Promissory Note	Shares of common stock committed to be issued			Closing trading price of common stock on date of commitment		Fair value of common stock committed to be issued

Fair value of common stock required to be issued to note holders:

H.G. Donti, LLC $10,000 note		25,000		$	0.30	$	7,500
Jimmy Eger $40,000 note		80,000		$	0.30		24,000
Ferdinand Morabito $20,000 note		50,000		$	0.30		15,000
Christine Smith $20,000 note		50,000		$	0.30		15,000

Debt discounts attributable to common stock required to be issued to note holders		205,000					61,500

Intrinsic value of beneficial conversion feature contained in note:
H.G. Donti, LLC $50,000 note		50,000	(A)	$	0.25		12,500	(A)
Total debt discounts		255,000				$	74,000

(A) $62,500 fair value of 250,000 shares of common stock (at December 30, 2011) less $50,000 balance of Promissory Note = $12,500. At December 30, 2011 (date of Promissory Note), the Promissory Note was convertible into shares of common stock at a conversion price equal to the greater of (1) $0.20 per share or (2) 70% of the 10 day average closing trading price ($0.25 10 day average closing trading price x 70% = $0.175 per share), or 250,000 shares ($50,000 balance of Promissory Note divided by $0.20 per share) with a fair value of $62,500 (250,000 shares multiplied by $0.25 closing trading price on December 30, 2011).

The debt discounts will be accreted as interest expense over the terms of the respective Promissory Notes.

Accounting for proceeds from the Promissory Notes

Carrier received $165,000 from the notes issued through December 20, 2012. The proceeds were used primarily as follows: Nectar asset purchase in the amount of $55,000, software license payment of $3,250, rent expense of approximately $45,000, legal and professional fees of $14,000 and consulting fees of $43,350 (of which $35,500 was paid to Advanta).

New business venture

The Company signed an agreement with Nectar Services Corp. (“Nectar”) to purchase certain network equipment assets which will allow the Company to sell voice and data services. Prior to the equipment purchase, the Company had no revenues from the sale of voice and data services and owned no operating assets necessary to manage customer accounts over its own network. The agreement originally dated on March 14, 2012 and amended on November 30, 2012, provides that the Company is obligated to pay $80,000 to Nectar for the network equipment. The final payment due January 21, 2013 was presented to Nectar with a check dated January 30, 2013 which cleared the bank on February 1, 2013. The final payment to Nectar was financed by loans made to the Company by its officers, Chris Panzeca and James Stanco with the intention of issuing promissory notes in 2013 with similar terms as the December 20, 2012 promissory notes issued to them.

On October 1, 2012, the Company, under its NetLinx subsidiary, entered into a software license agreement with a network provider offering PBX and SIP technology utilizing Broadsoft switches that give the Company the ability to sell multiple platforms to end users nationwide. The Company paid $3,250 for a three year term which renews automatically unless either party terminates or is in default.

In accordance with its plan to begin offering voice and data services during January, 2013, the Company will need to hire several employees to provide technical and administrative support and will require additional financing for salaries and other operating costs.

F-19

MICHAEL T. STUDER CPA P.C.

18 East Sunrise Highway

Freeport, N.Y. 11520

Phone: (516) 378-1000

Fax: (516) 546-6220

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON SUPPLEMENTARY FINANCIAL INFORMATION

To the Board of Directors and Stockholders of

Carrier Alliance Holdings, Inc. (formerly Tilden Associates, Inc.)

My report on the audit of the basic consolidated financial statements of Tilden Associates, Inc. and subsidiaries for the years 2011 and 2010 appears on page F-2. 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-18, 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 2011 and 2010 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.
		Michael T. Studer CPA P.C.

Freeport, New York

September 12, 2012

F-20

TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF SELLING,

GENERAL AND ADMINISTRATIVE EXPENSES

	Year Ended December 31,
	2011		2010

Salaries and compensation expense	$	170,281	$	197,150
Officer's salary		189,575		180,893
Stock option compensation expense		—		61,438
Payroll and other taxes		19,381		21,697
Employee benefits		10,854		10,692

Provision for doubtful accounts		147,421		122,909
Professional fees		121,030		70,609
Consulting		5,100		5,050

Rent		25,920		21,401
Office expense		20,195		19,520
Telephone expense		4,887		6,927

Fees and licenses		9,906		8,842
Amortization expense		2,522		1,462

Travel and entertainment		20,879		19,194
Trade shows		250		1,300
Automobile expense		19,700		18,661

Advertising		—		1,600
Settlement expense		—		17,000
Insurance		18,205		12,195
Miscellaneous expense		1,676		3,660

	$	787,782	$	802,200

See Report of Independent Registered Public Accounting Firm on Supplementary Financial Information.

F-21

SIGNATURES

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

	CARRIER ALLIANCE HOLDINGS, INC.

Date: February 20, 2013	By:	/s/ Christopher Panzeca
		Name: Christopher Panzeca
		Title: Chief Executive Officer (Principal Executive Officer)

	By:	/s/ James Stanco
		Name: James Stanco
		Title: Chief Financial Officer (Principal Financial and Accounting 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.

Signature	Title	Date

/s/ Christopher Panzeca	Chief Executive Officer, Director	February 20, 2013
Christopher Panzeca

/s/ James Stanco	Chief Financial Officer, Director	February 20, 2013
James Stanco

POSITION

OFFICER AND/OR DIRECTOR SINCE

Christopher Panzeca (1)

Chief Executive Officer and Director

James Stanco (1)

Chief Financial Officer and Director

Filing Compare · Carrier Alliance Holdings, Inc.