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

                                    FORM 10-K

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2008

                       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
 of incorporation or organization)                     Identification Number)


                             300 Hempstead Turnpike
                         West Hempstead, New York 11552
               ---------------------------------------------------
               (address of principal executive offices) (Zip Code)


       Registrant's Telephone Number, including area code: (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 [X] NO [ ]

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

State issuer's revenues for its most recent fiscal year was $1,282,932

The aggregate market value of the Common Stock held by non-affiliates of the
Registrant was approximately $123,000 based upon the $0.015 last bid price of
these shares on the Pink Sheets on April 14, 2009.

As of April 14, 2009, there were 11,385,903 outstanding shares of Common Stock,
$.0005 par value per share.
<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         Tilden Associates, Inc. is a Corporation organized and existing under
the laws of the State of Delaware and was incorporated on June 26, 1995.
Tilden's principal place of business is 300 Hempstead Turnpike (Suite 110), West
Hempstead, New York 11552. We do not maintain any sales offices at places other
than our principal place of business: however, we do retain the services of
Market Developers who operate as Franchise Sales Brokers.

We sell Franchises to Franchisees for the operation of retail Automotive Centers
known as "Tilden for Brakes Car Care Centers" ("Tilden Centers").

The Tilden family has long been associated with the automotive repair industry.
S.G. Tilden, Incorporated, was founded by the late Sydney G. Tilden in 1923.
Prior to 1966 all Tilden brake shops were owned by S.G. Tilden, Incorporated and
operated by company employees. In or about 1966, the company owned shops were
sold to the then shop managers, who became Franchisees of S.G. Tilden,
Incorporated. From 1976 to 1995, S.G. Tilden Management Corp. ("Tilden
Management") was empowered to Franchise the name "Tilden for Brakes Car Care
Centers" (C), and the good will and operating expertise developed since 1923.
Tilden Management offered franchises of Tilden for Brakes Car Care Centers
(C)from 1976 to 1995. In July of 1995, Tilden Associates, Inc. secured all of
the franchise rights and related trademarks, copyrights, etc. from S.G. Tilden
Management Inc. Tilden Associates, Inc. is currently the only entity empowered
to Franchise the name "Tilden for Brakes Car Care Centers" (C).

In June of 1998, Tilden acquired 20 Franchised Automotive Service Outlets in
Dade, Broward and Palm Beach Counties, Florida which were converted to Tilden
Centers owned and operated by Franchisees. In December 1998, Tilden acquired 13
Franchised Automotive Service Outlets in the States of Georgia, Massachusetts,
New Hampshire, Minnesota and Indiana which were converted to Tilden Centers,
owned and operated by Franchisees.

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

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.

The Franchise Offered
---------------------
Tilden Centers are retail automobile service establishments devoted to the
service and repair of the complete automobile. Tilden's business is the
franchising, design, development and management supervision of automobile and
truck repair and service centers. The franchises to be offered include the right
to operate an automobile and truck repair and service center under the name
"Tilden for Brakes Car Care Centers" (C) and to receive instruction and advice
from Tilden in the methods of operation the Tilden believes most likely to
assure the Franchisee's success. Neither the Tilden nor any of its Predecessors
has offered Franchises for any other line of business.

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

Tilden Centers are generally located in urban or heavily populated suburban
areas. Tilden customers are primarily the owners of foreign and domestic
automobiles, sports utility vehicles, light trucks, and vans.

The market for automotive services is well developed. Our Franchises compete
with other businesses performing similar services, including franchised mufflers
and brake shops, automobile service departments of national and regional
department stores, service stations, motor vehicle dealerships, and other
automotive repair centers. Automotive services are sold at a price predetermined
by the Franchisee to its customer; we do not establish prices at which you must
offer your goods or services.

                                       2
<PAGE>

The Business
------------
There is an extensive and growing market for the automobile and truck service
and repair business. The automotive service industry is expected to gross more
than one hundred sixty billion dollars in sales this year for many reasons.
There is a continuing need for quality automotive service regardless of the
state of the economy.

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

With over two hundred million cars on the road, the automotive
aftermarket-service industry is a multi-billion dollar business. The demand for
professional, quality car service of replacement brakes, exhaust systems,
shocks, suspension, oil change and other related services is at an all-time
high, and specialty shops such as Tilden for Brakes Car Care Centers(C) are
getting an increased share of the business.

The average American household owns two or more vehicles at a given time. These
cars generally undergo brake repair and replacement at least three times during
the life span of each car. In fact, it is the most frequent auto repair needed
by the Consumer. Most drivers agree that safe and reliable brakes are the most
critical operating feature on a vehicle and do not procrastinate. Typically,
brake service on a vehicle requires only one to one and one-quarter (1 - 1 1/4)
hours of labor, enabling each store to service a significant number of vehicles
on a daily basis.

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

EMPLOYEES

We currently have 3 full time employees in the corporate office.

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

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

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

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

ITEM 2.  DESCRIPTION OF PROPERTY

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

                                       3
<PAGE>

         In addition, the Company leases real estate in the Continental United
States and sub leases these locations to its franchises. As of December 31,
2008, the Company owned and leased to its franchises a total of eight (8) sites.

ITEM 3.  LEGAL PROCEEDINGS

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

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

         The Company's shareholders voted on three matters during 2008: (1)
Shareholders voted on and approved the Company's entry to an agreement of merger
and reorganization with Extreme Mobile Coatings, Inc. (Extreme). The agreement
was later terminated by Extreme. (2) The shareholders voted on and approved the
modification and extension of the President's employment contract. The contract
was due to expire in 2010 and was extended through 2015. (3) The shareholders
voted on and approved the granting of options to purchase 1,150,000 shares of
common stock at $0.02 per share. The options were issued to the three members of
the board of directors and to a consultant to the Company for 2009 services to
be performed.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's common stock is traded on the Pink Sheets under the
symbol "TLDN". The following constitutes the high and low sales prices for the
common stock as reported by NASDAQ for each of the quarters of 2008 and 2007.
The quotations shown below reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not represent actual transactions.

                                2008                  HIGH            LOW
                        -----------------------  -------------   ------------
                        FIRST QUARTER            $        .08    $        .06
                        Common Stock

                        SECOND QUARTER
                        Common Stock             $        .08    $        .03

                        THIRD QUARTER
                        Common Stock             $        .05    $        .02

                        FOURTH QUARTER
                        Common Stock             $        .02    $        .01

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

                        SECOND QUARTER
                        Common Stock             $        .07    $        .05

                        THIRD QUARTER
                        Common Stock             $        .06    $        .05

                        FOURTH QUARTER
                        Common Stock             $        .10    $        .06


                                       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 April 14, 2009, there were approximately 70 shareholders of
record of the Company's common stock, excluding shares held in street name.

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 2008 Compared to Fiscal 2007
--------------------------------------------------------------------------------

         Revenue decreased to approximately $1,282,000 in the year 2008 from
approximately $1,546,000 in the year 2007, representing a 17% decrease. The
decrease in revenue during the year was attributed to sales from operation of
company owned stores, initial franchise acquisition fees, royalty fees, sales of
equipment purchased for resale and rental income of approximately $116,000,
$68,000, $51,000, $27,000 and $25,000, respectively. These decreases were
primarily offset by an increase in miscellaneous income of approximately
$38,000. The decrease in sales from the operation of company owned stores was
attributable to the closing of its Texas store in 2007 which left the Company
with no sales from operation of company owned stores during 2008. The decrease
in initial franchise acquisition fees is attributable to the sale of two new
franchises in 2008 compared to five new franchises in 2007. The decrease in
royalties was attributable to a net reduction of franchises remitting royalties
during 2008 as compared to 2007, due to store closings. The decrease in sales of
equipment purchased for resale was attributable to the Company's inability to
sell equipment to its stores during 2008 due primarily to the difficulty
experienced by its new and prospective franchisees in obtaining credit as a
result of the tightening of the credit markets. The decrease in rental income
was attributable to a decrease in franchises obligated to the Company under
sub-lease agreements during 2008 as compare to 2007, due to a store closing. The
increase in miscellaneous income was primarily attributable to the company's
write-down of a note payable in the amount of $18,700 as a result of the
Company's determination that certain contingencies, which would make the Company
liable, were not met.

                                       5
<PAGE>

         Operating costs decreased to approximately $467,000 in 2008 from
approximately $768,000 in 2007, a 39% decrease. The decrease was attributed to
lower costs associated with the costs of operation of company owned stores, rent
paid for real estate sublet, broker fees and costs of equipment purchased for
resale and franchise development fees of approximately $145,000, $80,000,
$61,000 and $26,000, respectively. The decreases were offset partially by an
increase in costs of locations purchased for resale. The decrease in the costs
of the operation of Company-owned stores was a result of the closing of its
Texas store in 2007, which left the Company with no cost of operation of company
owned stores during 2008. The decrease in rent paid from real estate sublet is a
result of the Company's obligation to pay rent on fewer locations in 2008 due
primarily to the sale of its company store during 2007 and the closing of
another location which left the company with less obligation for rent on its
subleased locations in 2008. The decrease in broker fees during 2008 was
attributable to the decrease in market area and new franchise sales, on which
the Company often pays broker fees, as compared to the prior comparable period.
The decrease in the costs of equipment for resale relates to fewer stores
requiring equipment during 2008 compared to the prior comparable period. The
increase in costs of locations purchased for resale is a result of the
underlying cost of sale of a location sold in 2008 as compared to underlying
cost to the Company of a location sold in 2007.

         Selling, general and administrative expenses decreased to approximately
$894,000 in the year 2008 from approximately $923,000 in the year 2007, a 3%
decrease. The decrease was primarily due to decreases in salaries and wages,
professional fees, office expenses, training fees and trade show expenses of
approximately $44,000, $39,000, $9,000, $9,000, and $8,000 respectively. These
decreases were offset by an increase bad debt expense of approximately $82,000.
The decrease in salaries and wages in 2008 was a result of a reduction in the
number of full-time employees from four in 2007 to three for most of 2008. The
reduction in professional fees in 2008 was primarily a result of the Company's
incurring of increased professional fees during 2007 in connection with its
attempt to execute a merger and reorganization with another company which was
rescinded in 2008. The decrease in office expense and trade show expense was a
result of the Company's overhead reduction measures taken to help the Company
withstand the effect of projected decreases in revenue into 2009. The decrease
in training expense incurred during 2008 was the direct result of the Company's
reduction in the number of new franchises sold and requiring training as
compared with 2007 franchise sales. The increase in bad debt expense in 2008 was
attributable to the required increase in the reserve for bad debt due to the
closing of six franchises during 2008 and an overall reduction in collections
from franchisees which the Company the believes is a result attributes to the
economic downturn affecting many of its franchised locations.

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

         Working capital at December 31, 2008 was approximately $380,000,
compared to working capital of approximately $408,000 at December 31, 2007. The
ratio of current assets to current liabilities was 1.88:1 at December 31, 2008
and 1.65:1 at December 31, 2007. Cash flows used for operations for the year
2008 was approximately $24,000, compared to cash flows used by operations for
the year 2007 of approximately $95,000.

         Cash and accounts and notes receivable decreased to approximately
$870,000 at December 31, 2008 from approximately $883,000 at December 31, 2007,
while accounts payable and accrued expenses decreased to approximately $250,000
at December 31, 2008 from approximately $338,000 at December 31, 2007.

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

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

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

         The Company has approximately $380,000 in working capital. The Company
believes that its working capital and cash generated by operations will be
sufficient to implement its business plan.

                                       6
<PAGE>

         The Company has secured a $250,000 line of credit (see Notes to
Consolidated Financial Statements-Note 5-Notes Payable). As of December 31,
2008, the Company has not utilized the line.

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

ITEM 7.  FINANCIAL STATEMENTS

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

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

         None

ITEM 8a. CONTROLS AND PROCEDURES

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

Limitations on the Effectiveness of Controls

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

Conclusions

         Based upon the Controls Evaluation, the CEO and CFO have concluded that
the Disclosure Controls are effective in reaching a reasonable level of
assurance that management is timely alerted to material information relating to
the Company during the period when its periodic reports are being prepared. In
accord with the U.S. Securities and Exchange Commission's requirements, the CEO
and CFO conducted an evaluation of the Company's internal control over financial
reporting (the "Internal Controls") to determine whether there have been any
changes in Internal Controls that occurred during the quarter which have
materially affected or which are reasonable likely to materially affect Internal
Controls. Based on this evaluation, there have been no such changes in Internal
Controls during the last quarter of the period covered by this report.

                                       7
<PAGE>

PART III

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

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

                                        POSITIONS
NAME                         AGE        W/ COMPANY                                DIRECTOR SINCE
---------------------- ---------------- ------------------------------------ --------------------------
<S>                          <C>                                                       <C>
Robert Baskind               67         Chairman of the Board, Chief                   1996
                                        Executive Officer, Chief Financial
                                        Officer

Arthur Singer                41         Director                                       1996

Jason Baskind                37         Director of Franchise Development              2003
</TABLE>

DIRECTORS

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

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

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

Our board of directors acts as our audit committee. No member of our board of
directors is an "audit committee financial expert" as that term is defined in
Item 401(e) of Regulation S-B promogulated under the Securities Act. Our
management and our board of directors determined that our internal controls are
adequate to insure that financial information is recorded, processed,
summarized, and reported in a timely and accurate manner in accordance with
applicable rules andregulations of the Securities and Exchange Commission.
Accordingly, our board of directors concluded that the benefits of retaining an
individual who qualifies as an "audit committee financial expert" would be
outweighed by the costs of retaining such a person.

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, 2008 through December 31, 2008, all filing requirements
applicable to its officers, directors, and greater than ten percent beneficial
owners were complied with.

                                       8
<PAGE>

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 2008, 2007, 2006 and 2005. No other executive
officers received salary in excess of $100,000 in any such year.

Summary Compensation Table
                                                         OPTIONS
                           YEAR        COMPENSATION      GRANTED
                       -------------------------------------------
Robert Baskind             2008        $    150,000        600,000
                           2007        $    144,000             --
                           2006        $    147,000             --
                           2005        $    110,000             --

Employment Agreements:

         An employment agreement for the year 2008 existed for the following
officer and key employee:

         Robert Baskind: He is entitled to five percent (5)% increases on a
yearly basis. The agreement, which employs Mr. Baskind as the president of the
Company, expires in 2010.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             PRINCIPAL STOCKHOLDERS

         The following table sets forth, as of December 31, 2008: (i) the name
and address of each person who owns of record or who is known by the Board of
Directors to be beneficial owner of more than five percent (5%) of the Company's
outstanding common stock, (ii) each of the Company's Directors, and (iii) all of
the Company's Executive Officers and Directors as a group.

NAME AND                               BENEFICIAL        PERCENT OF COMMON
ADDRESS                                 OWNERSHIP        STOCK OUTSTANDING
--------------------------------------------------------------------------

Robert Baskind                            2,707,000(1)        23.8%
300 Hempstead Turnpike
West Hempstead, NY 11552

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

Jason Baskind                             2,707,000(3)        23.8%
300 Hempstead Turnpike
West Hempstead, NY 11552

Officers and Directors as a               3,158,100           27.7%
group (3 Persons)
--------------------------------------------------------------------------

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

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

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

                                       9
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None

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

         (a)      Exhibits

3.1      Certificate of Incorporation of the Registrant (1)

3.2      By-laws of the Registrant (1)

4.1      Tilden Associates, Inc. incentive plan (1)

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

4.3      Tilden Associates, Inc. 2001 stock option plan

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

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

10.3     Deferred compensation letter for president Robert Baskind (1)

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

21.1     Subsidiaries (2)

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

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


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

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


Item 14. CONTROLS AND PROCEDURES

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


         Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Securities Exchange Act of
1934 is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

                                       10
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

                              FINANCIAL STATEMENTS
                          AND SUPPLEMENTAL INFORMATION

                           DECEMBER 31, 2008 AND 2007

                                Table of Contents

                                                                 Page

Report of Independent Registered Public Accounting Firm          F - 2

Consolidated Balance Sheets                                      F - 3

Consolidated Statements of Operations                            F - 4

Consolidated Statements of Cash Flows                            F - 5

Consolidated Statements of Stockholders' Equity                  F - 6

Notes to Consolidated Financial Statements                       F - 7 -  F - 13


SUPPLEMENTAL INFORMATION :

   Report of Independent Registered Public Accounting
   Firm on Supplemental Financial Information                    F - 14

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


                                      F-1
<PAGE>

                           MICHAEL T. STUDER CPA P.C.
                       18 East Sunrise Highway, Suite 311
                              Freeport, N.Y. 11520
                              Phone: (516) 378-1000
                               Fax: (516) 546-6220


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

I have audited the accompanying consolidated balance sheet of Tilden Associates,
Inc. and subsidiaries (the Company) as of December 31, 2008 and 2007 and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Tilden Associates,
Inc. and subsidiaries as of December 31, 2008 and 2007 and the results of their
operations and cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States.


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


Freeport, New York
April 15, 2009


                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                                                       December 31,
                                                                               ----------------------------
                                                                                   2008            2007
                                                                               ------------    ------------
<S>                                                                            <C>             <C>
                           ASSETS

Cash and cash equivalents                                                      $    504,259    $    526,293
Accounts and notes receivable - net of allowance for doubtful accounts of
      $450,691 and $367,910 at December 31, 2008 and 2007, respectively             300,624         286,850
Inventory                                                                             4,300           4,300
Escrow receivable                                                                        --         200,000
Prepaid expenses and other current assets                                             4,164           6,679
Other receivable                                                                         --           7,222
                                                                               ------------    ------------
      Total current assets                                                          813,347       1,031,344

Property and equipment, net of accumulated depreciation
      of $30,555 and $28,261, respectively                                           29,686          48,341
                                                                               ------------    ------------

Intangible assets, net of accumulated amortization
      of 130,333 and $128,167, respectively                                         322,711         323,067
Deposit on purchase of property                                                          --           3,000
Security deposits                                                                    80,538          59,685
Accounts and notes receivable, net of current portion                                65,212          69,399
                                                                               ------------    ------------
      Total other assets                                                            468,461         455,151
                                                                               ------------    ------------
      Total assets                                                             $  1,311,494    $  1,534,836
                                                                               ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued expenses                                          $    249,704    $    338,115
Deposits on franchise acquisitions                                                  148,000         231,717
Income taxes payable                                                                 35,932          34,983
Notes payable, current portion                                                           --          18,700
                                                                               ------------    ------------
      Total current liabilities                                                     433,636         623,515

Security deposits                                                                   140,211         126,358
                                                                               ------------    ------------
      Total liabilities                                                             573,847         749,873
                                                                               ------------    ------------

STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
      11,425,903 shares issued and outstanding at December 31,
      2008 and 2007, respectively                                                     5,713           5,713
Additional paid-in capital                                                        1,639,966       1,639,966
Retained earnings (accumulated deficit)                                            (888,032)       (840,716)
                                                                               ------------    ------------
                                                                                    757,647         804,963
Less: treasury stock - 40,000 shares, stated at cost                                (20,000)        (20,000)
                                                                               ------------    ------------
      Total stockholders' equity                                                    737,647         784,963
                                                                               ------------    ------------
      Total liabilities and stockholders' equity                               $  1,311,494    $  1,534,836
                                                                               ============    ============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-3
<PAGE>

<TABLE>
<CAPTION>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                 Years Ended December 31,
                                                                               ----------------------------
                                                                                   2008            2007
                                                                               ------------    ------------
<S>                                                                            <C>             <C>
REVENUES
Initial franchise acquisition fees                                             $     62,500    $    130,000
Royalty fees                                                                        617,595         668,392
Sales from operation of Company owned store                                              --         115,784
Sale of equipment purchased for resale, net of refunds                                   --          27,218
Sales of Company owned locations                                                     65,000          80,000
Rental income                                                                       479,601         504,464
Miscellaneous income                                                                 58,236          20,637
                                                                               ------------    ------------
         Total revenues                                                           1,282,932       1,546,495
                                                                               ------------    ------------

COST OF OPERATIONS
Brokers Fees                                                                             --          61,300
Costs of Company owned locations                                                     14,725              --
Franchise development fees                                                           31,870          35,581
Costs of operation of Company owned stores                                               --         145,368
Purchase of equipment for resale                                                         --          25,826
Rent paid for real estate sublet                                                    419,926         499,990
                                                                               ------------    ------------
         Total cost of operations                                                   466,521         768,065
                                                                               ------------    ------------

Gross profit                                                                        816,411         778,430
Selling, general and administrative expenses                                        894,798         922,879
                                                                               ------------    ------------

Income (loss) from operations before other income and
         expenses and provision for income taxes                                    (78,387)       (144,449)
                                                                               ------------    ------------

OTHER INCOME (EXPENSES)
Interest income                                                                      33,571          24,514
Interest expense                                                                         --          (6,078)
Loss on impairment of franchise and market area rights                                   --        (256,464)
Loss on abandoned franchises                                                             --         (20,301)
Gain on sale of building                                                                 --         131,043
                                                                               ------------    ------------
         Total other income (expenses)                                               33,571        (127,286)
                                                                               ------------    ------------

Income (loss) before provision for income taxes                                     (44,816)       (271,735)
Provision for income taxes                                                            2,500              --
                                                                               ------------    ------------
Net income (loss)                                                              $    (47,316)   $   (271,735)
                                                                               ============    ============

Per Share Data
--------------
Basic earnings per share                                                       $      (0.00)   $      (0.02)
                                                                               ------------    ------------
Diluted earnings per share                                                     $      (0.00)   $      (0.02)
                                                                               ------------    ------------

Weighted average shares outstanding                                              11,385,903      11,385,903
                                                                               ============    ============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-4
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                       December 31,
                                                                               ----------------------------
                                                                                   2008            2007
                                                                               ------------    ------------
<S>                                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                                                     $    (47,316)   $   (271,735)
Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities:
      Loss on impairment of market area rights                                           --         256,464
      Provision for bad debt                                                        292,307         209,783
      Depreciation and amortization expense                                           5,636           8,085
      Sale of equipment financed by note receivable                                  14,725              --
      Income recognized from the write-down of note payable                         (18,700)             --
Changes in operating assets and liabilities
      Accounts and notes receivable                                                (301,894)       (288,843)
      Inventory                                                                          --          (4,300)
      Other receivable                                                                7,222          25,278
      Prepaid expenses and other current assets                                       2,515          13,358
      Security deposit receivable                                                   (20,853)         (6,000)
      Accounts payable and accrued expenses                                         (88,411)        140,884
      Deposits on franchise acquisitions                                            (83,717)         21,500
      Income taxes payable                                                              949          (5,479)
      Escrow receivable                                                             200,000        (200,000)
      Security deposits payable                                                      13,853           6,000
                                                                               ------------    ------------
Net cash (used for) provided by operating activities                                (23,684)        (95,005)
                                                                               ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Trademark costs                                                                (1,350)        (14,566)
      Deposit on building sold                                                        3,000          65,800
                                                                               ------------    ------------
Net cash provided by (used for) investing activities                                  1,650          51,234
                                                                               ------------    ------------

Net(decrease)  increase in cash and cash equivalents                                (22,034)        (43,771)
Cash and cash equivalents - beginning                                               526,293         570,064
                                                                               ------------    ------------
Cash and cash equivalents - ending                                             $    504,259    $    526,293
                                                                               ============    ============

Supplemental Cash Flow Information:
      Interest paid                                                            $         --    $        948
      Income taxes paid                                                        $      1,551    $      5,480
</TABLE>

                 See notes to consolidated financial statements.

                                       F-5
<PAGE>

<TABLE>
<CAPTION>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007


                                    Common stock           Additional                       Treasury stock
                              -------------------------     Paid In     Accumulated   ---------------------------   Stockholders'
                                 Shares        Amount       Capital       Deficit        Shares          Amount        Equity
                              --------------------------------------------------------------------------------------------------
<S>                           <C>          <C>           <C>           <C>                <C>        <C>            <C>
Balance, December 31, 2006     11,425,903   $     5,713   $ 1,639,966   $  (568,981)       (40,000)   $   (20,000)   $ 1,056,698

Net loss for the year
   ended Decemeber 31, 2007                                                (271,735)                                    (271,735)
                              --------------------------------------------------------------------------------------------------
Balance, December 31, 2007     11,425,903         5,713     1,639,966      (840,716)       (40,000)       (20,000)       784,963
                              --------------------------------------------------------------------------------------------------

Net loss for the year
   ended Decemeber 31, 2008                                                 (47,316)                                     (47,316)
                              --------------------------------------------------------------------------------------------------
Balance, December 31, 2008     11,425,903   $     5,713   $ 1,639,966   $  (888,032)       (40,000)   $   (20,000)   $   737,647
                              ==================================================================================================
</TABLE>

                 See notes to consolidated financial statements.

                                       F-6
<PAGE>

                     TILDEN ASSOCIATES, INC and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies

Business Activity

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

Principles of Consolidation

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

Use of Estimates

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

Revenue Recognition

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

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

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

Cash and Cash Equivalents

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

Advertising Costs

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

Income Taxes

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

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

                                      F-7
<PAGE>

Leases

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

Carrying Values of Long-Lived Assets

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

Intangible Assets

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

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

Goodwill

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

Accounts and Notes Receivable

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

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

Property and Equipment

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

Stock-based Compensation

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

                                       F-8
<PAGE>

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 such inclusion is antidilutive.

Reclassifications

         Certain amounts in the 2007 financial statements were reclassified to
conform to the 2008 presentation.

Business Segment Information

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

New accounting pronouncements

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

NOTE 2 - Accounts and Notes Receivable

         Accounts and notes receivable consisted of the following:
<TABLE>
<CAPTION>

                                                                     December 31     December 31
                                                                         2008            2007
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
         Trade receivables from franchisees                          $    731,527    $    627,912
         Installment loans due May 31, 2009 and January 1, 2010
         both with an interest rate of 10.0%                               85,000          96,247
                                                                     ------------    ------------
                                                                          816,527         724,159
         Less allowance for doubtful accounts                            (450,691)       (367,910)
                                                                     ------------    ------------
                                                                          365,836         356,249
         Less current portion                                            (300,624)       (286,850)
                                                                     ------------    ------------
         Non-current accounts and notes receivable                   $     65,212    $     69,399
                                                                     ============    ============
</TABLE>

NOTE 3 - Property and Equipment

         Property and equipment consisted of the following:
<TABLE>
<CAPTION>

                                                                     December 31     December 31
                                                                         2008            2007
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
         Machinery and shop equipment                                $     42,925    $     59,286
         Signage                                                            5,623           5,623
         Furniture                                                         11,693          11,693
         Leasehold Improvements                                                --              --
                                                                     ------------    ------------
                                                                           60,241          76,602
         Less accumulated depreciation                                    (30,555)        (28,261)
                                                                     ------------    ------------
         Property and equipment, net
             of accumulated depreciation                             $     29,686    $     48,341
                                                                     ============    ============
</TABLE>

                                      F-9
<PAGE>

         Depreciation expense for the years ended December 31, 2008 and 2007 was
         $3,930 and $6,566, respectively. During the first quarter ended March
         31, 2008 the Company sold equipment held at a company-owned location to
         a franchisee. The equipment cost $16,361 and had accumulated
         depreciation of $1,636.


NOTE 4 - Intangible Assets

         Intangible assets consisted of the following:
<TABLE>
<CAPTION>

                                                                     December 31     December 31,
                                                                         2008            2007
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
         Trademarks                                                  $     44,099    $     42,749
         Franchise & market area rights                                   408,945         408,945
                                                                     ------------    ------------
                                                                          453,044         451,694
         Less accumulated amortization                                   (130,333)       (128,627)
                                                                     ------------    ------------
         Intangible assets, net
             of accumulated amortization                             $    322,711    $    323,067
                                                                     ============    ============
</TABLE>

         The Company incurred trademark costs of $1,350 and $14,566 in 2008 and
2007, respectively. During the year ended December 31, 2007, the Company
reflected a loss on the impairment of franchise and market area rights in the
amount of $256,464. The impaired rights had an original cost of $337,712 and
accumulated amortization of $81,248. Prior to 2007, the Company had been testing
the carrying value of the rights by considering the values of franchise networks
purchased in the aggregate rather than identifying individual franchise rights
requiring write-down. Of the intangible assets listed above, only trademarks
have been amortized for the years ended December 31, 2008 and 2007. The
amortization expense was $1,706 and $1,501, respectively.

NOTE 5 - Notes Payable

         Notes payable consisted of the following:
<TABLE>
<CAPTION>

                                                                     December 31     December 31,
                                                                         2008            2007
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
         Notes payable bearing interest up to 25%
         maturing July 2007 (settled during 2008)                    $         --    $     18,700
                                                                     ------------    ------------
                                                                               --          18,700
         Less current portion                                                  --         (18,700)
                                                                     ------------    ------------
         Notes payable, net of current portion                       $         --    $         --
                                                                     ============    ============
</TABLE>

         In August, 2006, the Company secured a revolving line of credit with a
stated rate of interest of prime plus one percentage point. The line is secured
by the assets of the Company. During fiscal year ended December 31, 2007, the
Company utilized the line to help finance the purchase of a building, which it
later sold within the year. The Company used part of the proceeds on the sale to
pay down the line in full. As of December 31, 2008, the Company has not utilized
any of the available line of credit.

NOTE 6 - Income Taxes

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

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

                                      F-10
<PAGE>
<TABLE>
<CAPTION>

                                                              December 31,
                                                      ----------------------------
                                                          2008            2007
                                                      ------------    ------------
<S>                                                   <C>             <C>
         Federal income tax (benefit) at 35%
         statutory income tax rate                    $    (15,686)   $    (95,107)

         Nondeductible increase in allowance for
         doubtful accounts                                  28,973           3,512

         Change in valuation allowance                     (13,287)         91,595
                                                      ------------    ------------
         Provision for income taxes                   $      2,500    $         --
                                                      ============    ============
</TABLE>

         Net operating loss carryovers at December 31, 2008 were approximately
$303,000 and will expire in 2028. The Company does not anticipate fully
utilizing these carryovers in 2009.

NOTE 7 - Commitments and Contingencies

Leases

         The Company, through various subsidiaries, sub-lets properties to
several franchisees. Additionally, several franchisees sub-let property from
affiliates of the Company's President (See Note 9). Franchisees typically pay
rent on these properties to the subsidiaries. In some circumstances, franchisees
may pay rent directly to the lessors of the operating leases. Future minimum
lease payments under these operating leases for the years ended December 31,
2008 are as follows:

                   2009                          $    302,447
                   2010                               248,381
                   2011                               233,921
                   2012                               200,851
                   2013 and thereafter                861,046
                                                 ------------
                                                 $  1,846,646
                                                 ============


         The company leases an office in New York under an agreement that
commenced in October 2003 and expires in September 2013. Total gross rent
expense for the years ended December 31 2008 and 2007 was $19,834 and $18,796,
respectively.

         The future minimum annual rental payments are as follows:

                   2009                                21,525
                   2010                                22,875
                   2011                                23,325
                   2012                                24,675
                   2013                                18,675
                                                 ------------
                                                 $    111,075
                                                 ============

Employment Agreements

         The President of the Company, Mr. Robert Baskind, has an employment
contract that renews annually on the first day of each year and which entitled
him to a salary of approximately $163,000 during 2008. In accordance with the
terms of the employment contract, he is entitled to five percent increases on a
yearly basis. The employment agreement, as amended, expires in 2015.
Additionally, Mr. Baskind's agreement provides for other customary provisions.

                                      F-11
<PAGE>

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, 2008 one
account exceeded federally insured limits by approximately $119,000 and at
December 31, 2007 two accounts exceeded the federally insured limits by
approximately $272,000. Also, at December 31, 2008 and December 31, 2007, the
Company had accounts and notes receivable from franchisees of approximately
$366,000 and $356,000, respectively, net of an allowance for doubtful accounts
of approximately $451,000 and $368,000, respectively. Notes receivable, derived
principally from sales of franchises and market areas, are collateralized by the
franchise agreements to which they relate. Presently, a majority of the
Company's franchises are within the states of New York, Florida, Texas and
Colorado.

NOTE 9 - Related Party Transactions

Franchise Facilities

         The Company rents certain Franchise locations owned or leased by the
Company's president and affiliates, which are sublet to Franchisees. For the
years ended December 31, 2008 and 2007, rent paid to the Company's president and
affiliates for real estate sublet was $41,630 and $67,706, respectively.
Management believes that the lease payments made by the Company to these
officers, directors, and affiliates are at fair market value and are
approximately equal to the rent charged to the Franchises occupying each
facility.

NOTE 10 - Stock Options

Tilden Associates, Inc. Stock Option Plans

         From May 1998 to December 2005, the Company adopted several Tilden
Associates, Inc. Stock Option Plans ("the Plans") on an annual basis. The
Company may issue incentive options for a term of no greater than ten years and
non-incentive stock options for a term of no greater than eleven years. The
incentive stock options may be issued with an exercise price of no less than
100% of the fair market value of the stock at the time of the grant. However, in
the case of employees holding greater than 10% of the Company's common stock,
the option price shall not be less than 110% of the fair market value of the
stock at the time of the grant and the term of the option may not exceed five
years. The non-incentive stock options may be issued with an exercise price of
no less than 50% of the fair market value of the stock at the time of the grant.
Additionally, options may be granted to any eligible person for shares of common
stock of any value provided that the aggregate fair market value of the stock
with respect to which incentive stock options are exercisable for he first time
during any calendar year, shall not exceed $100,000. Additionally, the option
price shall be paid in full at the time of exercise in cash or, with the
approval of the Board of Directors, in shares of common stock. Further, if prior
to the expiration of the option the employee ceases to be employed by the
Company, the options granted will terminate 90 days after termination of the
employee's employment with the Company.

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

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

         On December 22, 2008, the Company granted a total of 1,150,000 stock
options (600,000 options to the Company's chief executive officer, 525,000
options to the Company's two other directors, and 25,000 to a Company
consultant. The options are exercisable at a price of $0.02 per share and expire
in five years.The $7,475 fair value of the options, which was calculated using
the Black-Scholes option pricing model using the following assumptions: $0.01
stock price, $0.02 exercise price, 2% risk free interest rate and 100%
volatility, is being expensed over the requisite service period of five years
beginning January 1, 2009.

                                      F-12
<PAGE>

NOTE 11 -  Other Receivable

         On May 5, 2004, Oilmatic Franchising Corp., a wholly owned subsidiary
of the Company (Oilmatic), was formed for the purpose of selling franchises for
the system developed by Oilmatic International, LLC. (International). Through
December 31 2005, the Company advanced $79,258 to Oilmatic in connection with
its formation and the acquisition of the exclusive franchise rights for certain
locations from International. Oilmatic entered into a stipulation and agreement
in November, 2005 to settle their suit for $65,000 payable in eighteen equal
monthly installments of $3,611 commencing January, 2006. As of December 31, 2008
and 2007 the balance receivable on the agreement was $0 and $7,222,
respectively.

NOTE 12 - Franchises and Market Area Activities

Franchises

         During the years ended December 31 2008 and 2007, the Company sold two
and five new franchises, respectively. As of December 31 2008 and 2007, the
Company had 46 and 48 active franchised locations. Throughout each year several
franchises are returned to the Company's control either through foreclosures or
abandonment.

Market Areas

         During the years ended December 31 2008 and 2007, the Company sold no
rights to develop new market areas.

NOTE 13 - Retirement Plan

         In November, 2006, the Company adopted a qualified deferred arrangement
401(k) plan where employees may contribute up to the Internal Revenue Service
deferred compensation limit for 401(k) plans, which was $15,500 in 2008. The
plan allows the Company to make optional non-elective contributions into the
plan for full-time employees. For the year ended December 31, 2008, Company
contributions to the plan (which are expensed when incurred) were $9,001.

NOTE 14 - Sale of Building

         In March 2007, the Company purchased a building in West Babylon, New
York for approximately $819,000. The purchase was financed by cash on hand at
the time of the purchase and by the utilization of a line of credit established
by the Company in 2006. Included in the cost of the building was the purchase of
lease rights, from the franchisee who previously occupied the space, in the
amount of $125,000. Also in March 2007, the Company sold the West Babylon
building for approximately $950,000 resulting in a profit of approximately
$131,000. The contract of sale required that the Company keep $200,000 in escrow
until the building is evacuated and the equipment maintained by the franchisee
is removed. In February 2008, the building was evacuated and the Company
received the balance of funds held in escrow.

                                      F-13
<PAGE>

                           MICHAEL T. STUDER CPA P.C.
                       18 East Sunrise Highway, Suite 311
                              Freeport, N.Y. 11520
                              Phone: (516) 378-1000
                               Fax: (516) 546-6220

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                      ON SUPPLEMENTAL FINANCIAL INFORMATION

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

My report on the audit of the basic consolidated financial statements of Tilden
Associates, Inc. and subsidiaries for the years 2008 and 2007 appears on page
F-2. The audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.

The supplementary information presented in the schedule of selling, general and
administrative expenses that appears on page F-15, is presented for the purposes
of additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements for the years 2008 and
2007 and, in my opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.


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

Freeport, New York
April 15, 2009


                                      F-14
<PAGE>

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


                                                     Year Ended December 31,
                                                 ----------------------------
                                                     2008            2007
                                                 ------------    ------------
Salaries and wages                               $    162,683    $    206,853
Officer's salary                                      150,012         144,352
Payroll and other taxes                                24,236          23,740

Bad debt expense                                      292,307         209,783
Professional fees                                      99,257         138,040
Consulting                                             22,133          29,940

Rent                                                   19,834          18,796
Office expense                                         17,682          26,277
Telephone expense                                       6,264          12,172

Fees and licenses                                      12,814          12,273
Amortization expense                                    1,705           1,519
Depreciation expense                                    3,932           6,566

Travel and entertainment                               19,387          26,286
Trade shows                                                --           7,595
Training                                                1,500          10,000
Automobile expense                                     12,208          15,820

Repais and maintenance                                  3,800              --
Advertising                                               704           5,767
Insurance                                              22,978          13,919
Miscellaneous expense                                  21,362          13,181
                                                 ------------    ------------

                                                 $    894,798    $    922,879
                                                 ============    ============

                                      F-15
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

                                   SIGNATURES

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


Date: April 14, 2009                   TILDEN ASSOCIATES, INC.

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


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

Signatures                               Titles                        Date

By: /s/ ROBERT BASKIND       Chairman of the Board, President     April 14, 2009
    ---------------------    Chief Executive Officer
    Robert Baskind           (Principal Executive and
                             Financial Officer)