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

                                   FORM 10KSB

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

                   For the Fiscal Year Ended December 31, 2001

                       Commission File Number: 0001027484

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

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


                          1325 Franklin Ave. Suite 165,
                           Garden City, New York 11530
               (address of principal executive offices) (Zip Code)

       Registrant's Telephone Number, including area code: (516) 746-7911

    Securities registered pursuant to Section 12(b) of the Exchange Act: NONE

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                              Title of Each Class:
                    Common Stock (par value $.0005 per share)

     Check whether the issuer (1) filed all reports required to be filed
by Section 13 or Section 15(d) of the Exchange Act during the past 12
months (or for such shorter period that Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past
90 days. YES [ ]  NO [X]

     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB [ ]

State issuer's revenues for its most recent fiscal year. - $1,161,403.

     The aggregate market value of the Common Stock held by non-affiliates of
the Registrant was approximately $80,445 based upon the $0.030 average bid price
of these shares on the NASDAQ Stock Market on March 18, 2002.

     As of March 31, 2002, there were 9,550,903 outstanding shares of Common
Stock, $.0005 par value per share.
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

     Tilden Associates, Inc. (the "Company") is a Delaware Corporation. Its
principal business is to sell automotive franchises and to administer and
support full service automotive repair centers carrying its trademarks. The
Company's operations are based at 1325 Franklin Avenue, Suite 165, Garden City,
New York, 11530.

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

     In June of 1998 the Company entered into an agreement with Esther Muram to
purchase B&E Auto Center, Inc. and several other associated corporations
collectively known as the "Brake World Franchise System" ("Brake World"). In
acquiring Brake World, the company acquired twenty-one (21) franchises, all of
which were operating in the State of Florida. Such franchises performed brake
servicing as their primary business with additional auto services on a very
limited basis. Approximately six (6) of those franchises, at the time of the
transaction, were engaged in litigation with Brake World, primarily relating to
the non-payment of royalties. Five (5) of those litigations remain ongoing, of
which two (2) are in the process of being settled by the Company. One litigation
was resolved early on, which ultimately resulted in the closure of a franchise.

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

                                       -2-
<PAGE>

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

     By the end of 1999, the Company had fifty six (56) franchises operating
under its name, including: the seven (7) from S.G. Tilden Incorporated, from
which the Company received no royalties, the fifteen (15) franchises in good
standing acquired from Brake World now being operated under Tilden Brake World,
Inc., the thirteen (13) franchises acquired from America Brake service, Inc.,
now being operated under Tilden ABS, Inc., three (3) company-owned stores that
were sold to franchisees, and seventeen (17) additional new franchisees, making
a total of fifty-five franchises and Company stores plus additional disputed
franchises in litigation. All franchises do all forms of auto repairs, although
the Brake World franchises and the American Brake service franchises initially
focused primarily on brake and brake related repairs. At the end of 2000, the
Company had fifty two (52) franchises.

2001 activity - open

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

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

                     REGULATORY REQUIREMENTS FOR FRANCHISING
                     ---------------------------------------

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

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

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

                                       -3-
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company's offices are located at 1325 Franklin Ave., Suite 165, Garden
City, NY 11530. The Company leases this office space from a related party who is
the Company's attorney as well as a director and officer, under a sublease
agreement. The sublease agreement is on a month to month basis.


ITEM 3.  LEGAL PROCEEDINGS

     The Company has initiated several proceedings against franchisees in an
effort to enforce the Franchise Agreements. In most of the lawsuits, the
defaulting franchisee has interposed a counterclaim. None of the counterclaims
involve a claim for damages in an amount which the Company deems significant.

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

     N/A

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's common stock is traded on the National Association of
Securities Dealer Automated Quotation System ("NASDAQ") Small Cap Market, under
the symbol "TLDN". The following constitutes the high and low sales prices for
the common stock as reported by NASDAQ for each of the quarters of 2001 and
2000. The quotations shown below reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

         2001                                                HIGH         LOW
         ----                                                ----         ---
FIRST QUARTER
Common Stock ...............................                $ .44       $ .19

SECOND QUARTER
Common Stock ...............................                $ .19       $ .03

THIRD QUARTER
Common Stock ...............................                $ .07       $ .01

FOURTH QUARTER
Common Stock ...............................                $ .04       $ .01

         2000                                                HIGH         LOW
         ----                                                ----         ---
FIRST QUARTER
Common Stock ...............................                $0.41       $0.19

SECOND QUARTER
Common Stock ...............................                 0.19        0.02

THIRD QUARTER
Common Stock ...............................                 0.13        0.04

FOURTH QUARTER
Common Stock ...............................                 0.29        0.06

                                       -4-
<PAGE>

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

     As of March 31, 2002, there were ___69 shareholders of record of the
Company's common stock, excluding shares held in street name.

Recent Sales of Unregistered Securities

     Options to purchase 1,010,000 shares of the Company's common stock were
issued during the fourth quarter of year 2001.

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

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

RESULTS OF OPERATIONS
---------------------

Fiscal 2001 Compared to Fiscal 2000
-------------------------------------------------------------------------------

     Revenue increased to $1,183,680 in the year 2001 from $1,029,700 in the
year 2000, representing a 15% increase. The increase in revenue during the year
2001 was predominately attributed to the greater level of revenue from the
operation of a Company owned store and increased initial franchise fees, offset
in part by reduced rental income and area developer fees.

     Operating costs increased to $570,900 in the year 2001 from $449,200 in the
year 2000, a 27% increase. This increase was due primarily to the increase in
costs related to the operation of a Company owned store. Operation of the store
resulted in a negative gross margin of approximately $74,500 and $8,000 in 2001
and 2000, respectively. As a percentage of revenue, operating costs increased to
51% in the year 2001 from 44% in the year 2000 due to the costs of operating the
Company owned store, offset in part, by decreases in franchise development costs
and rent from realty corporations.

     Selling, general and administrative expenses decreased to $671,000 in the
year 2001 from $1,310,000 in the year 2000, a 49% decrease. This decrease is
primarily due to decreases in bad debt expense of $208,600, professional fees of

                                       -5-
<PAGE>

$69,400, consulting expenses of $64,500, and salaries of $304,400, offset by
increases in amortization expense of $15,700 and real estate taxes of $14,700.
The decrease in bad debt expense was due to a more conservative evaluation of
the Company's receivables in the year 2000 than in prior years. The Company
continues to focus on the collectibility of its receivables. The decrease in
professional fees was primarily due to greater than anticipated costs in
connection with the audit of the Company's 1999 financial statements,
preparation of Form 10 to become a reporting entity in compliance with SEC
regulations, and significant legal costs to pursue non-performing trade and
notes receivables, all recorded during 2000. The decrease in salary expense was
due primarily to the reduction in staffing during 2001, salary which was waived
by certain employees during the year and the reversal of salary expense accrued
in prior periods and which was waived by certain employees. The increase in
amortization expense during 2001 was a result of market area rights purchased
during the fourth quarter of 2000. During the year 2001, one (1) franchise was
terminated and the company added seven (7) franchises.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------------------------------------------------------

     Working capital at December 31, 2001 was $302,600, compared to working
capital of $53,900 at December 31, 2000. The ratio of current assets to current
liabilities was 2.13:1 at December 31, 2001 and 1.24:1 at December 31, 2000.
Cash flow provided by operations for the year 2001 was $2,700, compared to cash
flow used for operations for the year 2000 of $163,700.

     Accounts and notes receivable decreased to $355,700 at December 31, 2001
from $454,700 at December 31, 2000.

     Accounts payable and accrued expenses decreased to $104,500 at December 31,
2001 from $207,600 at December 31, 2000.

     During the fourth quarter of 2001, the Company sold its Company owned store
and a building which it owned. These transactions generated net proceeds of
approximately $155,000. Upon the sale of the Company owned store, the Company
executed a sub-lease agreement with the purchaser, from which it expects to
receive a rental income in excess of its obligation to pay rent over the lease
term. Future periods will benefit from the elimination of the negative cash
flows caused by these operations totaling approximately $130,000 per year.
Additionally, during the year 2001, the Company sold seven new franchises and
terminated only one.

     Although the Company plans to continue to expand to the extent that
resources are available, the Company has no firm commitments for capital
expenditures in other areas of its business. The Company's current business plan
and objective is to continue expanding the number of franchises in its system
through sales of new franchises, as well as through acquisitions of other
franchises similar to the acquisitions they have done in the past.

     In 2000, the Company obtained bank financing in the sum of $350,000,
$150,000 of which is a five (5) year term loan and $200,000 of which is a line
of credit. During the third quarter of 2001, the Company's line of credit was
discontinued. Upon the termination of the credit line, the terms of repayment of
the remaining outstanding balance of approximately $105,000 was modified to 36
equal monthly principal payments plus accrued interest. As of December 31, 2001,
the balance of the line of credit was approximately $82,200.

                                       -6-
<PAGE>

     In conjunction with the sale of the building noted above, the Company
repaid its ten (10) year mortgage and certain other related indebtedness
totaling approximately $230,000.

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

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

     The Company has approximately $297,000 in working capital. The Company
believes that its working capital and cash generated by operations will be
sufficient for at least the next twelve (12) months of operations.

     In addition, several franchisees are significantly in arrears in the
payment of royalties. Management, however, has addressed their arrearage on an
individual basis and resolutions are negotiated which will keep the franchisees
on a current and continuous payment schedule.

ITEM 7.  FINANCIAL STATEMENTS

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

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

     NONE

                                    PART III

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

     The Company's Certificate of Incorporation provides for no less than three
(3) Directors. Each Director shall hold office until the next annual meeting of
shareholders and until his successor has been elected and qualified. At the
present time there are a total of five (5) Directors. The Board of Directors is
empowered to fill vacancies on the Board. The Company's Directors and Executive
Officers are listed below:

                                    POSITIONS
NAME                       AGE      W/COMPANY                    DIRECTOR SINCE

Robert Baskind             60       Chairman of the Board,            1996
                                    President, Chief Executive
                                    Officer

Marvin Kramer              68       Senior Vice-President of Law      1996
                                    and Finance, Director

Arthur Singer              34       Director                          1996

Joseph Montefusco          67       Director                          1996

Thomas Montefusco          40       Director                          1996

William Cahill (1)         73       Director                          1996

--------------
(1)  Mr. Cahill resigned from the Board of Directors, effective December 11,
     2001.

                                       -7-
<PAGE>

DIRECTORS
---------

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

     Marvin Kramer is a practicing attorney in the State of New York and is a
graduate of Wharton School of Finance of the University of Pennsylvania and New
York University Law School. For more than twenty-seven (27) years, Mr. Kramer's
principal field of expertise has been representation of the automotive industry
including every aspect thereof from small retail service stations to major
terminals and cargo facilities. Mr. Kramer began representing Snapple Beverage
Corp. in 1989 when it was a small privately held company and helped to develop
it into a major publicly held corporation. In December 1996, while he was its
general counselor and secretary, Snapple Beverage Corp. was acquired by Quaker
Oats Company for $1.7 billion.

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

     Joseph Montefusco has been the Owner and Operator of a Tilden for Brakes
Car Care Center(TM) at 800 New York Avenue, Huntington, New York 11743 since
1966. Mr. Montefusco trains and indoctrinates all franchisees, periodically
visits all franchise locations, conducts continuing education for all
franchisees and generally supervises franchisees in the performance of their
obligation under the franchise agreement. Mr. Montefusco has received no
compensation for serving as a Director but his corporation, Tilden Huntington,
Inc., acts as a paid consultant for the company.

     William Cahill has been Legal Counsel to the original S.G. Tilden
Management Corp. and was President of The Permafuse Corp. in Westbury, New York,
which manufactures adhesives and machinery used in automobile brake
applications. During the past eight (8) years, his principal occupation has been
the private practice of law in New York State.

                                       -8-
<PAGE>

     Thomas Montefusco is presently the Manager and Trainer at the Company's
franchise located at 800 New York Avenue, Huntington, New York and has been
engaged in these activities since 1989. Mr. Montefusco has achieved full
certification as a New York State Automotive Inspector, has been approved as a
New York State Automotive Technician in Computers, Emissions, Electronics, Fuel
Injection, and Air Conditioning. Mr. Montefusco has an active role in Tilden
Huntington, Inc.'s consulting services to the Company.


         Section 16(a) Beneficial Ownership Reporting Compliance

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

     Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that Form 5's were
required and filed for those persons, the Company believes that, during the
period from January 1, 2001 through December 31, 2001, all filing requirements
applicable to its officers, directors, and greater than ten percent beneficial
owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth information with respect to the compensation
of executive officers of the Company for services provided to the Company and
its subsidiaries in 2001, 2000 and 1999. No other executive officers received
salary in excess of $100,000 in any such year.


                                       -9-
<PAGE>

<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
                                                                                            Long Term
                                                                                           Compensation
                                         Annual                                              Securities
                                      Compensation                           Other Annual  Underlying
Name and Principal Position               Year         Salary        Bonus   Compensation   Options (#)
----------------------------              ----         ------        -----   ------------   -----------
<S>                                       <C>         <C>            <C>     <C>            <C>
Robert Baskind                            2001        $ 67,758         -           -             -
Chairman of the Board,
Chief Executive Officer, &                2000        $ 75,048         -           -             -
President
                                          1999        $111,000         -           -             -

Arthur Singer                             2001        $ 26,427         -           -             -

                                          2000        $ 74,162         -           -             -

                                          1999        $ 88,500         -           -

</TABLE>

Aggregate Option Exercises in Last Fiscal Year and Year-End Options

                                                   Securities      Value of
                                                   Underlying     Unexercised
                                                   Unexercised    In-the-Money
                              Shares               Options at     Options at
                             Acquired              Year-end (#)   Year-end ($)
                                On         Value   Exercisable/   Exercisable/
Name and Principal Position  Exercise    Realized  Unexercisable  Unexercisable
---------------------------  --------    --------  -------------  -------------
Robert Baskind,
Chairman of the Board,
Chief Executive Officer
& President                      0             $0      500,000/0          $0/$0

Arthur Singer,
Director                         0             $0      500,000/0          $0/$0

Joseph Montefusco,
Director                         0             $0      100,000/0          $0/$0

Marvin Kramer,
Director                         0             $0      150,000/0          $0/$0

William Cahill,
Director                         0             $0            0/0          $0/$0

Thomas Montefusco,
Director                         0             $0       25,000/0          $0/$0


                                      -10-
<PAGE>

Employment Agreements:

     Employment agreements for the year 2001 existed for the following officers
and key employees:

Robert Baskind: An agreement in the amount of $110,000. Due to the low level of
working capital maintained during 2001 and 2000, the Company was unable to
fulfill its obligation to pay the officer his entire salary in accordance with
the terms of the contract. As of December 31, 2000, the Company was liable for
unpaid salary of approximately $35,000. It has been specifically agreed when and
if the Company shall have sufficient earnings and cash flow, in the opinion of
management, deferred amounts shall be paid. All unpaid salary was accrued and
included in accrued expenses on the balance sheet at December 31, 2000. During
2001, the president agreed to forego his prior salary. Accordingly, the $35,000
of previously accrued salaries was reversed and the benefit included in the
statement of operations. Additionally, during 2001, the president agreed to
receive $67,758 as his total salary for the year. He is entitled to five percent
(5)% increases on a yearly basis. The agreement, which employs Mr. Baskind as
the president of the Company, is a six (6) year agreement beginning 2000.


     STOCK OPTION PLANS

Tilden Associates, Inc. 1997 Incentive Plan

     In 1997, the Company adopted the Tilden Associates, Inc. Incentive Plan
("the 1997 Plan"). Under the terms of the Plan the Company has reserved
10,000,000 shares subject to options. The Company may issue options for a term
of no greater than ten years and at an exercise price no less than 50% of the
fair market value of the stock at the time of the grant. Further, if prior to
the expiration of the option the employee ceases to be employed by the Company,
the options granted will terminate three months after termination of the
employee's employment with the Company.

     As of December 31, 2001, the Company granted options to purchase 2,860,000
shares under the 1997 Plan for $.07 per share. As of December 2001, no options
were exercised. In December 2001, at the request of the Company to assist in its
efforts to better organize its capital structure, the options were returned to
the Company by the option holders and terminated.

Tilden Associates, Inc. 1998 Stock Option Plan

     In May 1998, the Company adopted the Tilden Associates, Inc. 1998 Stock
Option Plan ("the 1998 Plan"). Under the terms of the 1998 Plan the Company has
reserved 1,500,000 shares subject to options. 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.

                                      -11-
<PAGE>

     During 1998, the Company granted non-incentive stock options to purchase
368,300 shares of the Company's common stock under the 1998 Plan at exercise
prices ranging from $.25 and $3.00. During 1999, 32,500 options were exercised
at $.50 per share and 141,500 options expired. During 2000, the Company granted
options to purchase 415,000 shares at $.25 per share and 54,600 options expired.
As of December 31, 2001, 554,700 were unexercised and remain outstanding.

Tilden Associates, Inc. 2001 Stock Option Plan

     In December 2001, the Company adopted the Tilden Associates, Inc. 2001
Option Plan ("the 2001 Plan"). Under the terms of the 2001 Plan the Company has
reserved 1,500,000 shares subject to options. 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.

     During 2001, the Company granted non-incentive stock options to purchase
1,010,000 shares of the Company's common stock under the 2001 Plan at an
exercise price of $0.02. As of December 31, 2001, all 1,010,000 were unexercised
and remain outstanding.

The Company applies APB Opinion 25 in accounting for its stock option plans.
Accordingly, compensation costs are recognized as the difference between the
exercise price for each option and the market price of the Company's stock at
the date of grant. No compensation costs were charged to income in 2001 and
2000.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of December 31, 2001: (i) the name and
address of each person who owns of record or who is known by the Board of
Directors to be beneficial owner of more than five percent (5%) of the Company's
outstanding common stock, (ii) each of the Company's Directors, and (iii) all of
the Company's Executive Officers and Directors as a group.

                                      -12-
<PAGE>

NAME AND                           BENEFICIAL                PERCENT OF COMMON
ADDRESS                            OWNERSHIP                 STOCK OUTSTANDING

Robert Baskind                      3,256,600 (1)                  29.2%
1325 Franklin Ave.
Suite 165
Garden City, NY 11530

Arthur Singer                         551,100 (2)                  10.2%
1325 Franklin Ave.
Suite 165
Garden City, NY  11530

Joseph Montefusco                   1,310,800 (3)                  11.0%
800 New York Ave.
Huntington, NY 11743

Marvin Kramer                       1,315,800 (4)                  11.0%
1325 Franklin Ave.
Suite 165
Garden City, NY  11530

William Cahill                        349,740                       2.7%
30 Meadow Glen Road
Northport, NY  11768

Thomas Montefusco                      85,000 (5)                   1.6%
800 New York Ave.
Huntington, NY  11743

Officers and Directors as a
 group (6 Persons)                  6,869,040                      65.6%


     (1) Ownership includes 125,000 shares and 325,000 options imputed to him
         from his son (Jason Baskind). Ownership includes 500,000 options.

     (2) Ownership includes 500,000 options.

     (3) Ownership includes 45,000 options imputed to him from son (Pat
         Montefusco). Ownership does not include 60,000 shares from son (Thomas
         Montefusco) who is identified separately as a director. Ownership
         includes 100,000 options.

     (4) Ownership includes 150,000 options.

     (5) Ownership includes 25,000 options.


                                      -13-
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Tilden Huntington, Inc. an entity in which one of the principals is Joseph
Montefusco, had a Consulting Agreement with the Registrant through January 2001.
The consulting services related to operations supervision of Tilden's existing
franchises and associated management input. For the year 2001 consulting fees
amounted to $5,000.

     Marvin E. Kramer & Associates, P.C. is the principal tenant of Suite 165 at
premises 1325 Franklin Avenue, Garden City, New York 11530. The Registrant
subleases the space used as the corporate offices within said suite from said
Professional Corporation on a month-to-month basis at a monthly rent of $3,000
through May 2001 and $2,000 per month thereafter. For the year 2001 total rent
paid amounted to $29,000.

     Marvin E. Kramer & Associates, P.C. renders legal services and general
counsel services on behalf of the Registrant and is the attorney of record on
all corporate matters that have jurisdiction within the State of New York as
well as in other related matters, including supervision of out of state
litigation. The fees charged by Marvin E. Kramer and Associates, P.C. are based
on hourly services rendered. During the year 2001 fees totaling $13,750 were
paid.

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

     (a) Exhibits

Exhibit  Description:

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

21.1     Subsidiaries

23.1     Consent of independent accountants

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

                    BALANCE OF PAGE LEFT BLANK INTENTIONALLY

                                      -14-
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

                              FINANCIAL STATEMENTS
                          AND SUPPLEMENTAL INFORMATION

                           DECEMBER 31, 2001 AND 2000

                                Table of Contents

                                                                     Page

Independent Auditors' Report                                         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-20


SUPPLEMENTAL INFORMATION

Independent Auditors' Report on Supplemental Information             F-21

Consolidated Statements of Selling, General
         and Administrative Expenses                                 F-22


                                       F-1
<PAGE>

<TABLE>
<S>                                                                         <C>
                             GOLDSTEIN & GANZ, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS                      Member of the American Institute
                                98 CUTTERMILL ROAD                          of Certified Public Accountants,
                            GREAT NECK, NEW YORK 11021                      SEC Practice Section

                                  ------------                              Member of The New York State
                                                                            Society of Certified Public
                                 (516) 487-0110                                       Accountants
                            Facsimile (516) 487-2928
</TABLE>

                          INDEPENDENT AUDITORS' REPORT

To The Board of Directors and Stockholders
of Tilden Associates, Inc.
Garden City, New York

We have audited the accompanying consolidated balance sheets of Tilden
Associates, Inc. and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of any
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. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Tilden Associates, Inc. and
subsidiaries at December 31, 2001 and 2000, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 7. The
consolidated financial statements do not include any adjustments relating to the
recoverability or reclassification of any asset or liability that might result
from the outcome of this uncertainty.



Great Neck, New York                                Goldstein & Ganz, CPA's, PC
April 10, 2002

                                       F-2
<PAGE>
                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                           December 31,
                                                                                     2001                2000
                                                                               --------------       -------------
<S>                                                                            <C>                  <C>
Cash and cash equivalents                                                      $      229,601       $     101,730
Accounts and notes receivable - net of allowance for doubtful accounts                300,976             266,875
Prepaid expenses and other current assets                                              40,294              67,183
                                                                               --------------       -------------
     Total current assets                                                             570,871             435,788

Property and equipment, net of accumulated depreciation
      of $11,282 and $16,483, respectively                                             11,039             327,726
                                                                               --------------       -------------

Intangible assets, net                                                                582,173             719,166
Security deposits                                                                      56,747              72,222
Accounts and notes receivable, net of current portion                                  54,762             187,795
                                                                               --------------       -------------
     Total other assets                                                               693,682             979,183
                                                                               --------------       -------------

     Total assets                                                              $    1,275,592       $   1,742,697
                                                                               ==============       =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued expenses                                          $      104,514       $     207,565
Deposits on franchise acquisitions                                                     76,000              55,000
Income taxes payable                                                                   12,500               7,500
Notes payable, current portion                                                         73,224             100,078
Deferred income                                                                         2,000              11,733
                                                                               --------------       -------------
     Total current liabilities                                                        268,238             381,876

Notes payable, net of current portion                                                 138,352             407,104
Income taxes payable - deferred                                                           -                33,925
Security deposits                                                                      43,219              48,469
                                                                               --------------       -------------
     Total liabilities                                                                449,809             871,374
                                                                               --------------       -------------

SHAREHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
     9,550,903 shares issued and oustanding                                             4,775               4,775
Additional paid-in capital                                                          1,582,155           1,582,155
Retained earnings (accumulated deficit)                                              (741,147)           (695,607)
                                                                               --------------       -------------
                                                                                      845,783             891,323
Less: treasury stock - 40,000 shares, stated at cost                                  (20,000)            (20,000)
                                                                               --------------       -------------
     Total shareholders' equity                                                       825,783             871,323
                                                                               --------------       -------------

     Total liabilities and shareholders' equity                                $    1,275,592       $   1,742,697
                                                                               ==============       =============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-3
<PAGE>
                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                                            2001              2000
                                                                      --------------     -------------
<S>                                                                   <C>                <C>
REVENUES
Initial franchise acquisition fees                                    $      141,779     $      55,000
Area developer fees                                                            -                46,017
Royalty fees                                                                 507,591           498,026
Sales from operation of company stores                                       313,847           172,044
Sale of equipment purchased for resale, net of refunds                        13,548             8,788
Advertising income                                                            45,813            48,722
Miscellaneous income                                                          30,340             9,265
Rental income                                                                130,760           191,817
                                                                      --------------     -------------
     Total revenues                                                        1,183,678         1,029,679
                                                                      --------------     -------------

COST OF OPERATIONS
Brokers Fees                                                                  10,000             6,000
Franchise development fees                                                    24,615            71,158
Costs of operation of company stores                                         388,380           180,052
Purchase of equipment for resale                                               7,309            10,538
Advertising costs - cooperative                                               39,690            48,160
Rent from realty corporations                                                100,929           133,267
                                                                      --------------     -------------
     Total cost of operations                                                570,923           449,175
                                                                      --------------     -------------

Gross profit                                                                 612,755           580,504
Selling, general and administrative expenses                                 670,992         1,309,906
                                                                      --------------     -------------

Income (loss) from operations before other income and
     expenses and provision for income taxes                                 (58,237)         (729,402)
                                                                      --------------     -------------

OTHER INCOME (EXPENSES)
Interest income                                                                2,356            36,961
Interest expense                                                             (38,732)          (40,646)
Gain on sale of assets                                                        20,148             -
                                                                      --------------     -------------
     Total other income (expenses)                                           (16,228)           (3,685)
                                                                      --------------     -------------

Income (loss) before provision for income taxes                              (74,465)         (733,087)
                                                                      --------------     -------------

PROVISION FOR INCOME TAXES
Provision for income taxes-current                                             5,000             2,285
Provision (benefit) for income taxes-deferred                                (33,925)          (32,600)
                                                                      --------------     -------------
     Total provision (benefit) for income taxes                              (28,925)          (30,315)
                                                                      --------------     -------------

Net income (loss)                                                     $      (45,540)    $    (702,772)
                                                                      ==============     =============

Per Share Data
--------------
Basic and diluted earnings (loss) per share                           $        (0.01)    $       (0.07)
                                                                      ==============     =============

Weighted average shares outstanding                                        9,550,903         9,459,670
                                                                      ==============     =============
</TABLE>

                 See notes to consolidated financial statements

                                       F-4
<PAGE>
                 TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                                                2001               2000
                                                                           -------------      -------------
<S>                                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                          $     (45,540)     $    (702,772)
Adjustments to reconcile net income to net cash
provided by operating activities:
     Provision for deferred taxes                                                (33,925)             -
     Provision for bad debts                                                     228,182            436,811
     Prior years' salaries waived by employees                                  (115,790)             -
     Depreciation and amortization expense                                        91,759             77,495
     Stock issued for services rendered                                            -                  6,001
     Cancellation of note obligation                                             (22,275)             -
     Amortization of deferred income                                             (11,733)           (13,743)
     Depreciation and amortization from Company owned stores                       4,265              -
     (Gain) loss on sale of assets                                               (20,149)             -
Changes in operating assets and liabilities
     Accounts and notes receivable                                              (136,422)           (92,737)
     Prepaid expenses and other current assets                                    26,889             50,766
     Security deposit receivable                                                   8,475            (17,120)
     Accounts payable and accrued expenses                                        12,741            103,145
     Deposit on franchise acquisitions                                            21,000             15,000
     Deferred income                                                               2,000              -
     Income taxes payable                                                          5,000               (398)
     Security deposits payable                                                    (5,250)             6,500
     Purchases of inventory                                                       (7,525)             -
     Income taxes payable - deferred                                               -                (32,600)
                                                                           -------------      -------------
Net cash provided by (used for) operating activities                               1,702           (163,652)
                                                                           -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of intangible assets                                                 -               (165,651)
     Purchas\es of equipment                                                       -                (16,922)
     Proceeds from the sale of assets                                            399,500              -
                                                                           -------------      -------------
Net cash provided by (used for) investing activities                             399,500           (182,573)
                                                                           -------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from notes payable                                                   -                278,454
     Repayments of notes payable                                                (273,331)          (203,897)
                                                                           -------------      -------------
Net cash provided by (used for) financing activities                            (273,331)            74,557
                                                                           -------------      -------------

Net increase (decrease) in cash and cash equivalents                             127,871           (271,668)
Cash and cash equivalents - beginning                                            101,730            373,398
                                                                           -------------      -------------
Cash and cash equivalents - ending                                         $     229,601      $     101,730
                                                                           =============      =============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-5
<PAGE>
                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                       Common stock                                           Treasury stock
                                -------------------------    Additional     Accumulated  -----------------------   Shareholders'
                                   Shares        Amount    paid in capital    deficit      Shares       Amount        equity
                                ------------  -----------  ---------------  ------------  ----------  -----------  --------------
<S>                             <C>           <C>          <C>              <C>           <C>         <C>          <C>
Balance, December 31, 1999         9,450,905  $     4,725  $     1,576,204  $      7,165      40,000  $   (20,000) $    1,568,094

Issuance of stock for
    services rendered                100,000           50            5,951                                                  6,001

Net income (loss) for the year
    ended December 31, 2000                                                     (702,772)                                (702,772)

                                ------------  -----------  ---------------  ------------  ----------  -----------  --------------
Balance, December 31, 2000         9,550,903        4,775        1,582,155      (695,607)     40,000      (20,000)        871,323
                                ------------  -----------  ---------------  ------------  ----------  -----------  --------------

Net income (loss) for the year
    ended Decemeber 31, 2001                                                     (45,540)                                 (45,540)

                                ------------  -----------  ---------------  ------------  ----------  -----------  --------------
Balance, December 31, 2001         9,550,903  $     4,775  $     1,582,155  $   (741,147)     40,000  $   (20,000) $      825,783
                                ============  ===========  ===============  ============  ==========  ===========  ==============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-6
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2001 and 2000


NOTE 1 - Summary of Significant Accounting Policies

Business Activity

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

Principles of Consolidation

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

Use of Estimates

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

Revenue Recognition

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

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

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

Cash and Cash Equivalents

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

                                       F-7
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 1 - Summary of Significant Accounting Policies (continued)

Advertising Costs

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

Income Taxes

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

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

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.

Impact of New Accounting Standards

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 141 requires that the purchase method of accounting
be used for all business combinations initiated after June 30, 2001. The
adoption of SFAS No. 141 did not have a material effect on the Company's results
of operations or financial position. SFAS No. 142 requires that goodwill be
tested for impairment under certain circumstances, and written off when
impaired, rather than being amortized as previous standards required. The
Company adopted the provisions of SFAS No. 142 in the third quarter of fiscal
2001 for new acquisitions. SFAS No. 142 will be applied to previously acquired
intangibles in the first quarter of fiscal 2002. The adoption of SFAS No. 142
did not have a material effect on the Company's results of operations or
financial position.

                                       F-8
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 1 - Summary of Significant Accounting Policies (continued)

Goodwill

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

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

     The capitalized cost of intangible assets are amortized over their expected
period of benefit on a straight-line basis, generally 10 to 20 years for
franchise rights, 20 years for trademarks, and 15 to 40 years for goodwill.
However, SFAS No. 142 will be applied to intangibles acquired prior to the third
quarter of 2001 in the first quarter of 2002.

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

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).

                                       F-9
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 1 - Summary of Significant Accounting Policies (continued)

Property and Equipment

     Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided on the straight-line method over the estimated useful
lives of the assets, generally 39 years for buildings, and 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.

Earnings Per Share

     Earnings per share ("EPS") has been calculated in accordance with SFAS No.
128, which requires the presentation of both basic net income per share and net
income per common share assuming dilution. Basic earnings per share is computed
by dividing income available to common stockholders by the weighted average
number of shares outstanding for the year. Diluted earnings per share reflects
the potential dilution that could occur upon the exercise of common stock
options resulting in the issuance of common stock to stockholders who would then
share in the earnings of the Company. SFAS No. 128 precludes the inclusion of
any potential common shares in the computation of any diluted per-share amounts
when a loss from continuing operations exists. Accordingly, net income per
common share assuming dilution is not presented for the years ending December
31, 2001 and 2000.

Reclassifications

     Certain amounts in the 2000 financial statements were reclassified to
conform to the 2001 presentation.

Business Segment Information

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

                                      F-10
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 2 - Accounts and Notes Receivable

Accounts and notes receivable at December 31 consisted of the following:

                                                         2001         2000
                                                         ----         ----
         Trade receivables from franchisees           $ 377,524    $ 288,293

         Installment loans due between December 31,
         2001 and August 1, 2008 with varying
         interest rates between 8.0% and 10.0%           98,305      415,457

         Short-term loans to franchisees due
         within one year and other loans
         and advances                                       -         12,473
                                                      ---------    ---------
                                                        475,829      716,223
         Less allowance for doubtful accounts          (120,091)    (261,553)
                                                      ---------    ---------
                                                        355,738      454,670
         Less current portion                          (300,976)    (266,875)
                                                      ---------    ---------
         Non-current accounts and notes receivable    $  54,762    $ 187,795
                                                      =========    =========

NOTE 3 - Property and Equipment

At December 31, property and equipment consisted of the following:

                                                         2001         2000
                                                         ----         ----
         Building                                     $     -      $ 310,000
         Machinery and shop equipment                     5,300       17,188
         Signage                                          5,623        5,623
         Furniture                                        6,678        6,678
         Leasehold Improvements                           4,720        4,720
                                                      ---------    ---------
                                                         22,321      344,209
         Less accumulated depreciation                  (11,282)     (16,483)
                                                      ---------    ---------
         Property and equipment, net
            of accumulated depreciation               $  11,039    $ 327,726
                                                      =========    =========

During 2001, the Company sold a building along with certain machinery and shop
equipment for $337,500. Upon execution of the sale, the Company paid off an
existing mortgage in the amount of approximately $239,000 (see Note 5). The sale
resulted in a profit of approximately $39,000 which is included in the statement
of operations.

     Depreciation expense amounted to $7,664 and $9,828 for the years ended
December 31, 2001 and 2000, respectively.

                                      F-11
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 4 - Intangible Assets

Intangible assets at December 31 consisted of the following:

                                                      2001         2000
                                                      ----         ----

         Trademarks                                $  28,183    $  28,183
         Franchise & market area rights              770,723      770,723
         Organizational costs                         11,041       11,041
         Other, primarily goodwill                       -         54,000
                                                   ---------    ---------
                                                     809,947      863,947
         Less accumulated amortization              (227,774)    (144,781)
                                                   ---------    ---------
         Intangible assets, net
            of accumulated amortization            $ 582,173    $ 719,166
                                                   =========    =========


     In connection with the sale of the assets of its Company owned store (see
Note 12), the Company recorded a reduction in goodwill and the corresponding
accumulated amortization in the amount of $54,000 and $3,600, respectively.
During 2000, the Company recorded additions to franchise rights of $225,705
resulting from the acquisition of market area rights (see Note 12).

     Amortization expense for the years ended December 31, 2001 and 2000 were
$84,095 and $68,353, respectively.

NOTE 5 - Notes Payable

Notes payable at December 31 consisted of the following:

                                                          2001         2000
                                                          ----         ----
         Mortgage payable bearing interest at 9.0%
         maturing October 2009, repaid October 2001    $     -      $ 214,426

         Bank loan bearing interest at 9.0%
         maturing March 2005                             104,950      131,555

         Term loan bearing interest at prime plus
         2.5% due October 2004                            82,211      102,965

         Various notes and loans at varying interest
         rates ranging from 9.0% to 15.0%, maturing
         September 2001 through August 2009               24,415       58,236
                                                       ---------    ---------

                                                         211,576      507,182
         Less current portion                            (73,224)    (100,078)
                                                       ---------    ---------

         Notes payable, net of current portion         $ 138,352    $ 407,104
                                                       =========    =========

                                      F-12
<PAGE>
                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 5 - Notes Payable (continued)

Maturities of notes payable for the next five years are as follows:

                      2002                   $   75,941
                      2003                       73,438
                      2004                       52,994
                      2005                        9,203
                                             ----------
                                             $  211,576
                                             ==========

     During the third quarter of 2001, the Company's line of credit was
discontinued. Upon the termination of the credit line, the terms of repayment of
the remaining outstanding balance of approximately $105,000 was modified to 36
equal monthly principal payments plus accrued interest. At December 31, 2001,
the outstanding balance was approximately $82,200.

     As of December 31, 2001, the Company recorded cancellation of a note
obligation in the amount of $22,275. The reduction in notes payable resulted
upon offsetting of an obligation to a franchisee, against receivables from the
franchisee which had been fully reserved as bad debt.

NOTE 6 - Income Taxes

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

     Consolidated income tax expense (benefit) consisted of the following for
the years ended December 31;

                                                         2001        2000
                                                         ----        ----
         Current
            Federal                                    $    -      $    -
            State                                         5,000       2,285
                                                       --------    --------
         Total current provision                          5,000       2,285
                                                       --------    --------

         Deferred
            Federal                                     (33,925)    (33,000)
            State                                           -           400
                                                       --------    --------
         Total deferred provision                       (33,925)    (32,600)
                                                       --------    --------

         Total income tax expense (benefit)            $(28,925)   $(30,315)
                                                       ========    ========

                                      F-13
<PAGE>
                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 6 - Income Taxes (continued)

     Deferred income taxes arise from temporary differences resulting from
income and expense items reported in different periods for financial accounting
and tax purposes. The sources of deferred income taxes and their tax effects are
as follows as of December 31;

                                                        2001         2000
                                                        ----         ----

         Disallowed bad debt reserve                 $  42,000    $  67,900
         Deferred installment gains                        -         33,000
         Officers' deferred salary                         -         24,800
         Net operating loss carry forward              141,600      130,900
                                                     ---------    ---------
                                                       183,600      256,600
         Valuation allowance                          (183,600)    (222,700)
                                                     ---------    ---------
                                                     $     -      $  33,900
                                                     =========    =========

     The actual income tax expense attributable to net income differed from
amounts computed by applying the U.S. Federal tax rate of 35% to pretax income
as a result of the reversal of previously recorded installment sales, the write
off of receivables for tax purposes in excess of amounts currently provided for
in the Company's financial statements, the reversal of officers' salaries
accrued in previous periods and the benefit of net operating loss carryforwards,
offset by a valuation allowance.

NOTE 7 - Commitments and Contingencies

Leases

The Company, through various subsidiaries, sub-leases properties to several
franchisees. Franchisees typically pay these subsidiaries rent on these
properties and may, in some circumstances, pay rent directly to the lessors of
these operating leases. Future minimum lease payments under these operating
leases for the years ended December 31 are as follows:

                       2002                    $   663,470
                       2003                        534,318
                       2004                        528,978
                       2005                        520,433
                       2006                        459,042
                   Thereafter                    1,074,010

                                      F-14
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 7 - Commitments and Contingencies (continued)

Employment Agreements

     During December 2000, the president of the Company received an employment
contract, which renews annually on the first day of each year. Due to the low
level of working capital maintained during 2001 and 2000, the Company was unable
to fulfill its obligation to pay the officer his entire salary in accordance
with the terms of the contract. As of December 31, 2000, the Company was liable
for unpaid salary of approximately $35,000. In addition, the Company was liable
for approximately $80,000 for salary deferrals agreed to by three additional
employees. All unpaid salaries were accrued and included in accrued expenses on
the balance sheet at December 31, 2000. During 2001, the president and the
employees agreed to forego their prior salaries. Accordingly, approximately
$115,000 of previously accrued salaries was reversed and the benefit included in
the statement of operations. Additionally, during 2001, the president agreed to
receive $67,800 as his total salary for the year.

Going Concern

     As shown in the accompanying financial statements, the Company has incurred
net losses of approximately $702,000 in 2000 and $46,000 in 2001. The fact that
the Company has continued to sustain losses and may require additional sources
of outside financing to sustain operations creates uncertainty about the
Company's ability to continue as a going concern.

In accordance with Management's plan developed in 2000, during the fourth
quarter of 2001, recognized two significant transactions; 1) the Company sold
its Company owned store and 2) a building which it owned located on Long Island,
New York. These transactions generated net proceeds of approximately $155,000.
Upon the sale of the Company owned store, the Company executed a sub-lease
agreement with the purchaser, from which it expects to receive rental income in
excess of its obligation to pay rent over the lease term. Future periods will
benefit from the elimination of the negative cash flows caused by these
operations totaling approximately $130,000 per year. Additionally, during the
year 2001, the Company sold seven new franchises and terminated one. In addition
to selling franchises, the Company expects to continue focusing its efforts upon
expanding its real estate activities.

Management of the Company has continued to implement their plan to increase cash
flow by aggressively seeking to expand operations by marketing its franchises in
new regions across the country. At December 31, 2001, the Company's cash and
working capital had improved from the previous year-end. Based upon the current
volume of activity over the past months, the Company has not found it necessary
to deplete its cash balances. Accordingly, should revenue continue at current
levels, management believes the Company has sufficient cash to sustain itself
through the balance of 2002. Hwoever, should there by an adverse change in the
Company's cashflow, the Company may attempt to raise funds through public or
private sales of its securities. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

                                      F-15
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 8 - Concentration of Credit Risk

     Financial instruments that potentially subject the Company to credit risk
include cash and accounts and notes receivable. At December 31, 2001 and 2000,
approximately $50,300 and $27,000, respectively, of the Company's cash on
deposit with banks was in excess of the FDIC insured limits. The Company has
accounts and notes receivable from franchisees amounting to $355,700 and
$454,700 in 2001 and 2000, respectively, net of an allowance for doubtful
accounts of $120,100 and $261,600 in 2001 and 2000, 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 and
Florida.

NOTE 9 - Related Party Transactions

Office facilities

     The Company rents office space on a month-to-month basis from a law firm,
of which a principal of the law firm is a shareholder and director of the
Company. Total rent expense paid to the law firm amounted to $29,000 in 2001 and
$36,000 in 2000. The law firm also acts as the Company's general counsel and
received $13,750 and $65,000 in legal fees in 2001 and 2000, respectively.

Consulting

     During the year ending December 31, 2001, the Company terminated a
consulting arrangement with a corporation owned by one its directors. Under the
terms of the arrangement, which went into effect on January 1, 2000, the
director's corporation provided training and continuing education for new
franchisees. Consulting fees paid in 2001 and 2000 amounted to $5,000 and
$60,000, respectively.

NOTE 10 - Stock Options

Tilden Associates, Inc. Incentive Plan

     In 1997, the Company adopted the Tilden Associates, Inc. Incentive Plan
("the 1997 Plan"). Under the terms of the 1997 Plan the Company has reserved
10,000,000 shares subject to options. The Company may issue options for a term
of no greater than ten years and at an exercise price no less than 50% of the
fair market value of the stock at the time of the grant. Further, if prior to
the expiration of the option the employee ceases to be employed by the Company,
the options granted will terminate three months after termination of the
employee's employment with the Company.

                                      F-16
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 10 - Stock Options (continued)

     As of December 31, 2001, the Company granted options to purchase 2,860,000
shares under the 1997 Plan for $.07 per share. As of December 2001, no options
were exercised. In December 2001, at the request of the Company, to assist in
its efforts to better organize its capital structure, all the options were
returned to the Company by the option holders and terminated.

Tilden Associates, Inc. 1998 Stock Option Plan

     In May 1998, the Company adopted the Tilden Associates, Inc. 1998 Stock
Option Plan ("the 1998 Plan"). Under the terms of the 1998 Plan the Company has
reserved 1,500,000 shares subject to options. 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.

     During 1998, the Company granted non-incentive stock options to purchase
368,300 shares of the Company's common stock under the 1998 Plan at exercise
prices ranging from $.25 and $3.00. During 1999, 32,500 options were exercised
at $.50 per share and 141,500 options expired. During 2000, the Company granted
options to purchase 415,000 shares at $.25 per share and 54,600 options expired.
As of December 31, 2001, 554,700 were unexercised and remain outstanding.

                                      F-17
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 10 - Stock Options (continued)

Tilden Associates, Inc. 2001 Stock Option Plan

     In December 2001, the Company adopted the Tilden Associates, Inc. 2001
Option Plan ("the 2001 Plan"). Under the terms of the 2001 Plan the Company has
reserved 1,500,000 shares subject to options. 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.

     During 2001, the Company granted non-incentive stock options to purchase
1,010,000 shares of the Company's common stock under the 2001 Plan at an
exercise price of $0.02. As of December 31, 2001, all 1,010,000 were unexercised
and remain outstanding.

     The Company applies APB Opinion 25 in accounting for its stock option
plans. Accordingly, compensation costs are recognized as the difference between
the exercise price for each option and the market price of the Company's stock
at the date of grant. No compensation costs were charged to income in 2001.

NOTE 11 - Consulting Agreement

     In May 1998 the Company entered into consulting agreements with three
brokerage firms to provide public relations and other promotional services over
a four-year period. In consideration for these services, the Company issued
750,000 non-restricted shares of its common stock. The fair value of these
services is being amortized over the term of the contracts, resulting in current
consulting expense of $46,875 per year for each of the years ending December 31,
2001 and 2000.

NOTE 12 - Franchises and Market Area Activities

Franchises

     During the years ending December 31, 2001 and 2000, the Company sold seven
and two new franchises, respectively. As of December 31, 2001 and 2000, the
Company had 60 and 52 active franchised locations. Throughout each year several
franchises are returned to the Company's control either through foreclosures or
abandonments.

                                      F-18
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 12 - Franchises and Market Area Activities (continued)

Market Areas

     During the years ending December 31, 2001 and 2000, the Company sold the
rights to none and one new market areas, respectively.

     During 2000, the Company re-purchased certain market area development
rights for $225,705. The terms of the acquisitions provided for cash payments,
which were financed through the use of the Company's credit line (see Note 5).
These acquisitions give the Company the right to recognize 100% of the revenue
generated by the 18 existing franchises within the market areas acquired. The
Company believes that these revenues will significantly exceed the revenues that
would have been recognized under the previous arrangements.

Company Owned Locations

     During October 2001, the Company sold 1 location for $337,500 (see Note 3).
The Company recorded losses on operation of company owned stores of $74,500 and
$8,000 for the years ended December 31, 2001 and 2000, respectively. In
conjunction with the sale, the Company sold assets including shop equipment,
inventory, and accounts receivables and other assets for $62,000 resulting in a
loss of $19,646.

     During the year ending December 31, 2000, the Company acquired one
location, in which it operated until October 2001.


NOTE 13 - Supplemental Cash Flow information

     Total interest paid during the years ended December 31, 2001 and 2000, was
$35,945 and $40,646, respectively.

     Total income taxes paid during the years ended December 31, 2001 and 2000,
were $1,400 and $2,583, respectively.

     Non-cash transactions recorded during the years ended December 31, 2001 and
2000 consisted of: (1) the recording of a provision for bad debts of $228,182
and $436,811, respectively, (2) prior years' salary expense waived by certain
employees of $115,790 and $0, respectively, (3) reduction of deferred taxes of
$33,925 and $0, respectively, and (4) the issuance of the Company's common stock
for services performed valued at $0 and $6,000, respectively.

                                      F-19
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                 For the Years Ended December 31, 2001 and 2000


NOTE 14 - Quarterly results of Operations (Unaudited)

         Below is a summary of the quarterly results of operations for each
quarter of 2001 and 2000:

<TABLE>
<CAPTION>
     2001                                       First         Second         Third          Fourth
<S>                                          <C>            <C>            <C>            <C>
     Revenues                                $ 286,075      $ 405,746      $ 216,110      $ 253,472
     Gross profit                              112,305        209,690         87,305        181,180
     Net income (loss)                        (200,971)        32,545        (60,181)       160,792
     Basic and diluted income (loss) per
     common share                                (0.02)          0.00         (0.006)          0.02

<CAPTION>
     2000                                       First         Second         Third          Fourth
<S>                                          <C>            <C>            <C>            <C>
     Revenues                                $ 277,520      $ 214,460      $ 232,274      $ 305,425
     Gross profit                              205,375        149,718        111,726        114,685
     Net income (loss)                         (26,796)       (42,942)      (165,342)      (467,692)
     Basic and diluted income (loss) per
     common share                                (0.00)         (0.00)         (0.02)         (0.05)
</TABLE>

                                      F-20
<PAGE>

<TABLE>
<S>                                                                         <C>
                             GOLDSTEIN & GANZ, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS                      Member of the American Institute
                                98 CUTTERMILL ROAD                          of Certified Public Accountants,
                            GREAT NECK, NEW YORK 11021                      SEC Practice Section

                                  ------------                              Member of The New York State
                                                                            Society of Certified Public
                                 (516) 487-0110                                       Accountants
                            Facsimile (516) 487-2928
</TABLE>


                           INDEPENDENT AUDITORS REPORT
                      ON SUPPLEMENTAL FINANCIAL INFORMATION


To The Board of Directors and Stockholders
of Tilden Associates, Inc.
Garden City, New York

Our report on the audits of the basic consolidated financial statements of
Tilden Associates, Inc. and subsidiaries for the years 2001 and 2000 appears on
page F-2. These audits were 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, 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 2001 and 2000 and,
in our opinion is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.



Great Neck, New York                               Goldstein & Ganz, CPA's, PC
April 10, 2002


                                      F-21
<PAGE>

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


                                                Year Ended December 31,
                                             2001                    2000
                                        ---------------        ---------------

Salaries and wages                      $        78,052        $       157,923
Officer salaries                                -                      224,488
Bad debt expense                                228,182                436,811
Consulting                                       60,129                124,613
Professional fees                                54,949                124,355
Amortization expense                             84,095                 68,353
Rent                                             40,312                 36,000
Payroll and other taxes                          18,583                 24,579
Telephone expense                                13,467                 20,042
Advertising                                      11,574                 18,484
Travel and entertainment                          8,271                 18,345
Depreciation expense                              7,664                  9,828
Automobile expense                                8,315                  7,491
Loss from abandoned franchise                   -                        7,115
Fees and licenses                                19,362                  6,893
Office expense                                    8,957                 15,451
Real estate taxes                                17,664                  2,984
Insurance                                         1,453                  1,176
Miscellaneous expense                             9,963                  4,975
                                        ---------------        ---------------

                                        $       670,992        $     1,309,906
                                        ===============        ===============


                 See notes to consolidated financial statements.

                                      F-22
<PAGE>

                                   SIGNATURES

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


Date: April 15, 2002                            TILDEN ASSOCIATES, INC.


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


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.


Signatures                             Titles                       Date


By: /s/ ROBERT BASKIND          Chairman of the Board,
    -------------------------   President, Chief Executive
    Robert Baskind              Officer (Principal Executive
                                and Financial Officer)          April 11, 2002


By: /s/ MARVIN E KRAMER         Director, Vice President
    -------------------------   Of Law & Finance                April 11, 2002
    Marvin E. Kramer


By: /s/ THOMAS MONTEFUSCO       Director                        April 11, 2002
    -------------------------
    Thomas Montefusco

By: /s/ JOSEPH MONTEFUSCO       Director, Vice President
    -------------------------   Operations                      April 11, 2002
    Joseph Montefusco