<page> UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 --------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- ---------------- Commission File Number: 333-59114 TIME ASSOCIATES, INC ------------------------------------------------------------- (Exact name of small business issuer as specified in charter) Nevada 33-0730042 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1580 N. Batavia #2, Orange, California 92867 ----------------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) 714-288-5901 ------------------------------------------------ (Issuer's Telephone number, including area code) TIME LENDING, CALIFORNIA, INC ----------------------------------------------- (Former name, former address, and former fiscal year, if changed since last report) Indicate by check mark 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. Yes [X] No [ ] Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer , a non-accelerated filer, or a smaller reporting company. See the definitions of "larger accelerated filer" and "smaller or a smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated Filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company[X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes[ ] No [X] Indicate the number of shares of the registrant's common stock outstanding of each of the insurer's common stock, as of the latest practicable date. As of September 30, 2008: 24,398,040 shares. <page> EXPLANATORY NOTE This amendment is made to correct an error in the balance sheet page 4 in the representation of Cash and Accounts Receivable. The sum or Total current assets remains unchanged. <page> TABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 (a) Consolidated Balance Sheets 4 (b) Consolidated Statements of Operations 5 (c) Consolidated Statement of Shareholders' Equity (deficit) 6 (d) Consolidated Statements of Cash Flows 7 (e) Notes to Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 4T. Controls and Procedures 12 PART II. OTHER INFORMATION 13 Item 1. Legal Proceedings 13 Item 2. Changes in Securities and Use of Proceeds 13 Item 3. Defaults On Senior Securities 13 Item 4. Submission of Items to a Vote 13 Item 5. Other Information 13 Item 6. 13 SIGNATURES AND CERTIFICATES 14 2 <page> PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying unaudited financial statements of Time Associates, Inc. formerly Time Lending California, Inc.(the "Company"), have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, these financial statements may not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ending June 30, 2008. In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to fairly present the Company's financial position as of December 31, 2008 and its results of operations and its cash flows for the three and nine-months ended March 31, 2009 and 2008, and cash flows for the nine-months ended March 31, 2009, and 2008. 3 <page> TIME ASSOCIATES INC. (FORMERALY TIME LENDING CALIFORNIA, INC.) CONSOLIDATED BALANCE SHEETS Unaudited Audited March 31, June 30, 2009 2008 ASSETS --------- --------- CURRENT ASSETS Cash $ 169,557 $ 268,141 Accounts Receivable 13,662 10,161 --------- --------- Total current assets 183,219 278,302 Fixed assets, Net Fixed Assets 12,333 15,933 --------- --------- Total Fixed Assets 12,333 15,933 --------- --------- $ 195,552 $ 294,235 TOTAL ASSETS ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 58,273 $ 27,942 Accounts payable - related parties 119,191 258,095 Note Payable - Employee 25,000 25,000 --------- --------- Total Current Liabilities 202,464 311,037 --------- --------- TOTAL LABILITIES $ 202,464 $ 311,037 --------- --------- STOCKHOLDERS' EQUITY Preferred stock, $.001 par value; 200,000 shares Authorized, none issued and outstanding Common stock, authorized, 200,000,000 shares, $.001 par value, and 23,398,040 issued and outstanding, 24,398 24,398 Additional Paid-in Capital 144,683 144,683 Retained earnings (deficit) (175,943) (185,883) --------- --------- Total stockholders' equity (6,912) (16,802) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 195,552 $ 294,235 ========= ========= 4 <page> TIME ASSOCIATES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended March 31, March 31, 2009 2008 2009 2008 ------------ ------------ ---------- ---------- Revenue: Direct Mail $ 110,897 $ 126,444 $ 253,935 $ 215,633 Insurance Telemarketing 108,417 5,015 250,976 5,015 Real Estate & Loans -- -- -- 25,528 ------------ ------------ ---------- ---------- Total Revenue 219,314 131,459 504,911 246,176 ------------ ------------ ---------- ---------- Expenses: Operating & marketing expense 197,128 144,725 427,470 270,524 General and administrative 24,535 15,026 70,404 45,082 ------------ ------------ ---------- ---------- Total expenses 221,663 159,751 497,874 315,606 ------------ ------------ ---------- ---------- Other Income Interest Income 2,382 -- 2,853 6,218 ------------ ------------ ---------- ---------- Net Income (Loss) $ 33 $ ( 28,292) $ 9,890 $ (63,211) ============ ============ ============ =========== Per Share information Weighted average common shares outstanding 23,398,040 22,817,000 23,398,040 22,817,000 ============ ============ =========== =========== Loss per common share, basic and diluted $ 0.000 $ (0.001) $ 0.004 $ (0.001) ============ ============ =========== =========== 5 <page> TIME ASSOCIATES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended March 31, CASH FLOWS FROM OPERATING ACTIVITIES 2009 2008 ----------- ----------- Net income $ 9,890 $ (63,211) Issuance of stock for Compensation -- 14,233 Adjustments to reconcile net loss to net cash used in operating activities -- -- Depreciation and amortization 3,600 4,800 (Increase) in Accounts Receivable ( 3,536) -- Increase (decrease) in Accounts payable- related party (114,324) (171,035) Increase (decrease) in Accounts payable 5,786 8,322 Increase in Deferred Revenue -- -- Increase (decrease) in Accrued Expenses -- (25,357) --------- --------- Net cash flows used by operations (98,584) (232,248) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of stock for cash -- -- --------- --------- Cash Flows from Investing Activities: Purchase of Assets -- -- --------- --------- Net cash flows used for investing activities -- -- --------- --------- Cash Flows from financing activities -- -- Issuance of stock for cash --------- --------- Net cash flows used by financing activities -- -- --------- --------- Net Increase (Decrease)in Cash (98,584) (232,248) --------- --------- Cash and Cash Equivalents at Beginning period 268,141 501,037 --------- --------- Cash and Cash Equivalents at End of period $ 169,557 $ 268,789 ========= ========= NON-CASH TRANSACTIONS Common stock issued in exchange for services $ -- -- ========= ========= 6 <page> TIME ASSOCIATES INC. Consolidated Statement of Stockholders' Equity (Deficit) March 31,2009 (Unaudited) COMMON STOCK Additional Retained Total ------------------------ Paid-in Earnings Stockholders' Shares Amount Capital (Deficit) Equity ---------- ---------- ---------- ---------- ---------- July 1, 2000 4,000,000 $ 4,000 $ (3,999) $ -- $ 1 Issuance for stock for Cash June 15, 2001 1,000,000 1,000 (750) -- 250 Net Loss for Year -- -- -- (7,508) (7,508) ---------- ---------- ---------- ---------- ---------- Balance - June 30, 2001 5,000,000 5,000 (4,749) (7,508) (7,257) Net Profit for Year -- -- -- 2,252 2,252 ---------- ---------- ---------- ---------- ---------- Balance - June 30, 2002 5,000,000 5,000 (4,749) (5,256) (5,005) ---------- ---------- ---------- ---------- ---------- Issuance of stock for services 5/03 4,800,000 4,800 (3,600) -- 1,200 Net Loss for Year -- -- -- (3,299) (3,299) ---------- ---------- ---------- ---------- ---------- Balance - June 30, 2003 9,800,000 $ 9,800 $ (8,349) $ (8,555) $ (7,104) ========== ========== ========== ========== ========== Issuance of stock for compensation 200,000 200 (150) -- 50 Issuance of stock for cash 222,000 222 10,978 -- 11,200 Issuance of stock for compensation 828,000 828 7,452 -- 8,280 Issuance of stock for cash 116,000 116 5,684 -- 5,800 Issuance of stock for compensation 1,600,000 1,600 14,400 -- 16,000 Net Loss for Year -- -- -- (5,279) (5,279) ---------- ---------- ---------- ---------- ---------- Balance - June 30, 2004 12,766,00 $ 12,766 $ 30,015 $ (13,834) $ 28,947 ---------- ---------- ---------- ---------- ---------- Issuance of stock for compensation 10,004,000 10,004 90,016 -- 100,020 Net Loss for Year -- -- -- (88,159) (88,159) ---------- ---------- ---------- ---------- ---------- Balance - June 30, 2005 22,770,000 22,770 120,031 (101,993) $ 40,808 ---------- ---------- ---------- ---------- ---------- Issuance of stock for cash 47,040 47 12,000 -- 12,047 Net Profit for Year -- -- -- 1,000 1,000 Balance -June 30, 2006 22,817,040 $ 22,817 $ 132,031 $ (100,993) $ 53,855 ---------- ---------- ---------- ---------- ---------- Net Profit for Year -- -- -- (41,282) (41,282) ---------- ---------- ---------- ---------- ---------- Balance - June 30, 2007 22,817,040 $ 22,817 $ 132,031 $ (142,275) $ 12,573 ---------- ---------- ---------- ---------- ---------- Issuance of stock for cash 1,581,000 1,581 12,652 -- 14,233 Net Loss for Period -- -- -- (43,608) (43,608) ---------- ---------- ---------- ---------- ---------- Balance - June 30, 2008 24,398,040 24,398 144,683 (185,883) (16,802) Net Profit for the period. -- -- -- 9,890 9,890 ---------- ---------- ---------- ---------- ---------- Balance March 31, 2009 24,398,040 $ 24,398 $ 144,683 $ (175,943) $ (6,912) ========== ========== ========== ========== ========== All stock has been adjusted for a 1/4 Forward split in May 2005. 7 <page> TIME LENDING CALIFORNIA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2009 (Unaudited) NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: On August 4, 2000, Time Lending, California, Inc., a Nevada corporation (Time-Nevada) was created for the sole purpose of effecting a merger of Time Lending, California, Inc., a California corporation (Time-California), with and into Time - Nevada. Time Lending, California is a real estate loan broker licensed under the California Department of Real Estate. On December 4, 2000, Time Lending, California, Inc., a California corporation (Time - California) and Time Lending, California, Inc., a Nevada corporation (Time - Nevada), entered into a merger agreement with Time-Nevada as the surviving corporation. Investments in subsidiaries are at cost and inter-company transactions are eliminated. The subsidiaries (Time Management, Inc.) (Time Marketing Associates, Inc.) (Tenth Street, Inc.), are owned, 50% by Time Lending California, Inc. and 50% by stockholders per agreement. The stockholders of Time Lending are the officers and stockholders of the subsidiaries. The entirety of the subsidiaries' activities are consolidated due to the complete control of the subsidiaries by the parent corporation Time-Nevada through mutual officers and directors, and due to identical stockholder ownership. On March 16, 2009 Time Lending California, Inc. was renamed Time Associates, Inc. with the approval of the Board of Directors and written consent of a majority of share holders Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. 8 <page> TIME ASSOCIATES, INC. (FORMERLY TIME LENDING, CALIFORNIA, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fiscal year The Company employs a fiscal year ending June 30. Income tax The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 ("SFAS 109"). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net income (loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. 9 <page> TIME ASSOCIATES, INC. (FORMERLY TIME LENDING, CALIFORNIA, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): Revenue recognition Marketing Income is from direct mail and telemarketing marketing projects and is recorded when the project is completed and shipped. Prices are agreed between the Company and its customer at the time of the order. Shipment is usually within 3-5 days from ordering. Loan Fees are primarily mortgage origination fees for loans processed by the Company for its clients and various mortgage lenders. Revenue is recorded at the time of mortgage closing. Real Estate Sales of income is fees for Company receiving fees as a Real Estate Agent and are recorded at the time the sale is closed. Property and equipment Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life. Financial Instruments The carrying value of the Company's financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value. Stock based compensation The Company accounts for employee and non-employee stock awards under SFAS 123(r), whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. 10 <page> ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS FOR PLAN OF OPERATION PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED. Results Of Operations On March 16, 2009 Time Lending California, Inc. was renamed Time Associates, Inc. with the approval of the Board of Directors and written consent of a majority of share holders TIME ASSOCIATES, INC. (FORMERLY TIME LENDING, CALIFORNIA, INC.) was formerly the wholly-owned, operating subsidiary of Time Financial Services, Inc., a Nevada corporation. A share exchange transaction pursuant to the share exchange agreement signed between Time Financial Services, Inc. and Interruption Television, Inc., a Nevada corporation, was completed on July 20, 2000. as a part of that transaction, Time Lending, California, Inc. was sold to the management (comprised of Messrs. Pope and La Puma) and all Time Financial shares held by Time Lending, California, Inc. were cancelled. We became independently owned on July 20, 2000 following the share exchange transaction described above. Up to that date we were the only operating, wholly-owned subsidiary of Time Financial Services, Inc. and all financial statements reported by Time Financial Services, Inc. were consolidated statements of which Time Lending, California represented 100% of the operating activities. Company Overview Time Lending had been in business as a mortgage broker to originate first and second loans secured by real estate through deeds of trust and mortgages. Time Associates has three subsidiaries. Time Marketing Associates, Inc., a Nevada corporation, which is engaged in the business of direct mail marketing. Time Marketing's mailing piece generates mortgage leads for mortgage broker and lender clients across the country. Tenth Street Inc., a Nevada corporation, is engaged in the business of brokering mailing lists for direct mail. This business compliments Time Marketing by selling targeted mailing lists to Time Associates and its clients. Time Management Inc., a Nevada corporation, has been engaged in the business of managing real estate properties. With the decline in the real estate markets, this activity has been stopped. Three months and Nine months ended March 31, 2009 compared to three and six months ended March 31, 2008 (Unaudited). During the three months ended March 31, 2009, the mortgage market at three year lows as reported by the Mortgage Bankers Association of America. With the demise of the sub-prime market the direct mail marketing segment, which is targeted to mortgage brokers, came to a near standstill. Loan originations declined as the mortgage secondary market was in disarray. Now there is a resurgence of FHA loans to overcome this difficult market. The direct mail business is starting to come back with FHA lenders advertising again. Time Lending stopped doing any real estate loans. Through its Signature Marketing D.B.A. Time Lending/Time Marketing continued it growth into the insurance agency telemarketing business. Signature Marketing creates expiration date lists (X dates) and appointments for independent insurance agents. Signature Marketing still produces mailings for Mortgage Companies that are offering FHA loans to homeowners. Total income for the three months ended March 31, 2009 was $221,697 an increase of 66.6%, or $90,238, compared to the $131,459 for the three months ended December 31, 2007. Total income for the nine months ended March 31, 2009 was $507,764 an increase of 101.2%, or $255,369, compared to the $252,395 for the nine months ended December 31, 2007. 11 <page> Expenses. Total expenses increased 38.7% or $61,912 to $ 221,663 for the three months ended March 31, 2009, compared to $159,751 for the three months ended March 31, 2008. Most of the increase was the result of increased marketing sales cost. Total expenses increased 57.8% or $182,268 to $ 497,874 for the nine months ended March 31, 2009, compared to $315,606 for the nine months ended March 31, 2008. Most of the increase was the result of increased marketing sales cost. Net profit/(loss) before tax. The profit(loss) for the three months ended March 31, 2009 was $33, an increase of 100.1%, or $28,326 compared to a loss of ($ 28,292) for the three months ended March 31, 2008. The profit(loss) for the nine months ended March 31, 2009 was $9,890, an increase of $73,101 compared to a loss of ($ 63,211) for the nine months ended March 31, 2008. Marketing segment. The marketing segment is the preparation and mailing of direct mail advertising for the mortgage industry, mostly medium to small mortgage companies. In addition, it covers the telemarketing services to independent insurance agents. This represented 100% 0f revenues for this quarter. Income: the income for the marketing segment for three months ended December 31, 2008 $161,120 an increase of 230.17%, or $112,321, compared to the $48,799 for the three months ended December 31, 2007. Total income for the nine months ended March 31, 2009 was $285,752 an increase of 149.09%, or $171,034, compared to the $114,718 for the three months ended December 31, 2007 The mortgage market remained slow during this quarter but revenue increased with the growth of the insurance telemarketing service. Expenses. 100 % of expenses for this segment were attributed to this segment for the three months and nine months ended March 31, 2009. Profit (Loss) contribution. 100% of the Profit (Loss) contribution was from the marketing segment. Lending segment. This segment is the origination and brokering of real estate loans. This requires a real estate brokers license in California. Michael F. Pope is a licensed broker. Income: There was no Loan broker income for the three months and nine ended March 31, 2009. This was an decrease of ($25,528), compared to nine months ended March 31 2008 of $25,528. Expenses. There were no expenses for the lending segment for the three and nine months ended March 31, 2009. Profit (loss) contribution. There was no profit (loss) contribution for the lending segment for three months and nine months ended March 31, 2009. .. Real estate segment. There was no revenue for this segment this quarter. Management segment. This segment is property management and other income including miscellaneous consulting fees. There was no revenue for this segment for this quarter. The growth segment for Time Associates, Inc. is the Insurance Telemarketing. The Company Expects to double it income from this segment over the next six months. ITEM 4T. Controls and Procedures The Company has disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended) to ensure that material information contained in its filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely and accurate basis. Based on such evaluation, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures are effective at ensuring that material information is recorded, processed, summarized and reported on a timely and accurate basis in the Company's filings with the Securities and Exchange Commission. Since such evaluation there have not been any significant changes in the Company's internal controls, or in other factors that could significantly affect these controls 12 <page> PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS None ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS None ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5 - OTHER INFORMATION On March 16, 2009 Time Lending California, Inc. was renamed Time Associates, Inc. with the approval of the Board of Directors and written consent of a majority of share holders On October 15, 2008, the Board of Directors of Time Lending, California, Inc. (the "Registrant") accepted the resignation of Jasper + Hall PC as its auditors. The Board of Directors of the Registrant accepted approved the appointment of Ronald R. Chadwick, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 as its new auditors. The Registrant does not have an audit committee other than the members of the Board of Directors. During the Registrant's fiscal years 2007-2008, and during the interim period there have been no past disagreements between the Registrant and Jasper + Hall PC, on any matter of accounting principles or practices, financial statement disclosure or auditing, scope or procedure. The audit reports provided by the Registrant's auditors, Jasper + Hall PC, for the fiscal years ended June 30, 2008 did not contain any adverse opinion or disclaimer of opinion nor was any report modified as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years and through the date hereof, neither the Registrant nor any one on behalf of the Registrant has consulted with Ronald R. Chadwick, P.C regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, or any other matters or reportable events required to be disclosed under Items 304 (a) (2) (i) and (ii) of Regulation S-B. ITEM 6 (a) Exhibits -------- Exhibit No. Description ----------- ----------- Exhibit 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT 13 <page> SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 21, 2009 TIME LENDING, CALIFORNIA, INC. By: /s/ Michael F. Pope ------------------------------------- Michael F. Pope President By: /s/ Philip C. La Puma ------------------------------------- Philip C. La Puma Treasurer (Chief Financial Officer) and Secretary 14