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

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2004

                       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)

                             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-KSB or any amendment to
this Form 10-KSB [ ]

State issuer's revenues for its most recent fiscal year was $1,350,225.

The aggregate market value of the Common Stock held by non-affiliates of the
Registrant was approximately $250,404 based upon the $0.04 average bid price of
these shares on the NASDAQ Stock Market on April 5, 2005.

As of March 31, 2005, there were 11,425,903 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 300 Hempstead Turnpike, West Hempstead, New
York 11552.

     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 of the
litigations 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.

     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.

                                       2
<PAGE>

     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 four (54) franchises.

     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.

                     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

     In addition, the Company leases real estate in the Continental United
States and sub leases these locations to its franchises. As of December 31,
2004, the Company owned and leased to its franchises a total of eight (8) sites.

                                       3
<PAGE>

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

     None

                                     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.OB". The following constitutes the high and low sales prices
for the common stock as reported by NASDAQ for each of the quarters of 2004 and
2003. The quotations shown below reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not represent actual transactions.

                     2004                HIGH        LOW
          -------------------------   ---------   ---------
          FIRST QUARTER
          Common Stock                  $ .12       $ .07

          SECOND QUARTER
          Common Stock                  $ .11       $ .07

          THIRD QUARTER
          Common Stock                  $ .08       $ .04

          FOURTH QUARTER
          Common Stock                  $ .07       $ .04

                     2003                HIGH        LOW
          -------------------------   ---------   ---------
          FIRST QUARTER
          Common Stock                  $ .45       $ .02

          SECOND QUARTER
          Common Stock                  $ .45       $ .06

          THIRD QUARTER
          Common Stock                  $ .65       $ .16

          FOURTH QUARTER
          Common Stock                  $ .36       $ .08

     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.

                                       4
<PAGE>

     As of March 31, 2004, there were approximately 70 shareholders of record of
the Company's common stock, excluding shares held in street name.

As of December 31, 2004, the following information is provided with respect to
compensation plans (including individual compensation arrangements) under which
equity securities of the Company are authorized for issuance, aggregated as
follows:

    Plan category          Number of       Weighted average      Number of
                        securities to be   exercise price of     securities
                          issued upon         outstanding        remaining
                          exercise of      options, warrants   available for
                          outstanding         and rights      future issuance
                       options, warrants
                           and rights
                              (a)                 (b)               (c)
Equity compensation
plans approved by
security holders               -                   -                 -
                       ------------------ ------------------  ----------------
Equity compensation
plans not approved
by security holders        4,767,000             $0.02           13,401,700
                       ------------------ ------------------  ----------------
Total                      4,767,000             $0.02           13,401,700
                       ================== ==================  ================


Recent Sales of Unregistered Securities

     Options to purchase 1,300,000 shares of the Company's common stock were
issued during the fourth quarter of year 2004.


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.

                                       5
<PAGE>

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

Fiscal 2004 Compared to Fiscal 2003
-----------------------------------

     Revenue increased to $1,350,225 in the year 2004 from $1,114,661 in the
year 2003, representing a 21% increase. The increase in revenue during the year
was primarily attributed to the increase in sales of company owned locations,
market area sales and royalties of $165,000, $60,000 and $42,071, respectively.
These increases were offset by a decrease in initial franchise acquisition fees
and miscellaneous income of $27,500 and $35,191, respectively.

     Operating costs increased to $445,775 in 2004 from $383,662 in 2003, a 16%
increase. The increase was primarily attributed to additional costs associated
with operations purchased for resale, an increase in franchise development fees
and losses on operations of company owned locations of $63,000, $19,423 and
$18,592, respectively. These increases were offset by a decrease of $39,699 in
rent from realty corporations.

     Selling, general and administrative expenses decreased to $666,816 in the
year 2004 from $705,996 in the year 2003, a 6% decrease. This decrease is
primarily due to decreases in professional and consulting fees of $47,583 and
$56,560, respectively. These decreases were offset by increases in bad debt
expense and travel and entertainment of $42,924 and $22,905, respectively. The
increases in bad debt expense and travel and entertainment were attributable to
the write-down of accounts receivable and franchise development efforts.

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

     Working capital at December 31, 2004 was $587,021, compared to working
capital of $403,306 at December 31, 2003. The ratio of current assets to current
liabilities was 3.90:1 at December 31, 2004 and 3.35:1 at December 31, 2003.
Cash flow provided by operations for the year 2004 was $105,371, compared to
cash flow provided by operations for the year 2003 of $19,619.

     Cash and accounts and notes receivable increased to $755,175 at December
31, 2004 from $604,923 at December 31, 2003, while accounts payable and accrued
expenses decreased to $70,539 at December 31, 2004 from $45,567 at December 31,
2003.

     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.

                                       6
<PAGE>

     The Company has $587,021 in working capital. The Company believes that its
working capital and cash generated by operations will be sufficient to implement
its business plan.

     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.

Report of Audit Committee

     The following report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act or the Exchange Act, except to the
extent the Company specifically incorporates this report by reference therein.

     The Audit Committee Charter was adopted by the Board and reflects the
standards set forth in SEC regulations and the rules of the NASD.

The Audit Committee's primary duties and responsibilities are:

     Serve as an independent objective party to monitor the Company's financial
reporting process and internal control system.

     Review and appraise the audit efforts of the Company's independent
accountants.

     Provide an open avenue of communication among the independent accountants,
financial and senior management and the Board

     The duties and responsibilities of a member of the Audit Committee are in
addition to his or her duties as a member of the Board.

     The Audit Committee has implemented procedures to ensure that during the
course of each fiscal year it devotes the attention that it deems necessary or
appropriate to each of the matters assigned to it under its charter. The Audit
Committee met two times during the 2004 fiscal year.

     In overseeing the preparation of the Company's financial statements, the
Audit Committee met with both management and the Company's outside auditors to
review and discuss all financial statements prior to their issuance and to
discuss significant accounting issues. Management advised the Audit Committee
that all financial statements were prepared in accordance with generally
accepted accounting principals, and the Audit Committee discussed the statements
with both management and the outside auditors. The Audit Committee's review
included discussion with the outside auditors of matters required to be
discussed pursuant to Statements on Auditing Standards No. 61 and 90
(Communication with Audit Committees)>

     With respect to the Company's outside auditors, the Audit Committee among
other things, discussed with Goldstein & Ganz P.C. matters relating to its
independence, including the written disclosures made to the Audit Committee as
required by the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committee).

     On the basis of these reviews and discussions, the Audit Committee
recommended to the Board that the Board approve the inclusion of the Company's
audited financial statements in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2004.

                                       7
<PAGE>

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-KSB 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.

                                    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 four (4) Directors. The Board of Directors is
empowered to fill vacancies on the Board. The Company's Directors and Executive

                                       8
<PAGE>

Officers are listed below:

                             POSITIONS
NAME                  AGE    W/ COMPANY                         DIRECTOR SINCE
--------------------------------------------------------------------------------
Robert Baskind        63     Chairman of the Board, Chief            1996
                             Executive Officer

Marvin Kramer         71     Senior Vice-President of Law and        1996
                             Finance, Director

Arthur Singer         37     Director                                1996

Jason Baskind         32     Director of Franchise Development       2003

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.

                                       9
<PAGE>

     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.

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, 2004 through December 31, 2004, 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 2004, 2003, 2002 and 2001. No other executive officers
received salary in excess of $100,000 in any such year.

Summary Compensation Table

                         YEAR        COMPENSATION        OPTIONS GRANTED
                     ------------------------------------------------------
Robert Baskind           2004        $100,000               600,000
                         2003        $ 90,000               600,000
                         2002             -                 600,000


       Aggregate Option Exercises in Last Fiscal Year and Year-End Options
--------------------------------------------------------------------------------
                                                   Securities        Value of
                                                   Underlying      Unexercised
                                                  Unexercised      In-the-Money
                                                   Options at       Options at
                          Share                   Year-end (#)     Year-end ($)
     Name and          Acquired On    Value       Exercisable/     Exercisable/
Principal Position       Exercise    Realized    Unexercisable    Unexercisable
--------------------------------------------------------------------------------
Robert Baskind,             0           $0       2,300,000 / 0     $63,000 / $0
Chairman of the
Board, Chief
Executive Officer

                                       10
<PAGE>

                              Option/SAR Grants in Last Fiscal Year

                                        Individual Grants
                           ---------------------------------------------
                            Number of securities      Percent of total
                             underlying options      options granted to
                                   granted                employees
                           ----------------------  ---------------------
        Robert Baskind             600,000                   53%


Employment Agreements:

     An employment agreement for the year 2004 existed for the following officer
and key employee:

     Robert Baskind: An agreement in the amount of $110,000. Due to the low
level of working capital maintained during 2002 and 2001, 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, 2002, the Company was liable
for unpaid salary. 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, 2002. 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, expires in 2010. In February of 2003, Mr. Baskind received 214,000
shares of the Company's common stock registered on Form S-8 in satisfaction of
partial salary, other compensation and expenses owed to him by the Company. The
market value of those shares when issued was $19,260.

STOCK OPTION PLANS

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>

     As of December 31, 2004, 17,000 options with an exercise price of $.50 per
share 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, 2004, 850,000 were unexercised and
remain outstanding.

Tilden Associates, Inc. 2002 Stock Option Plan

     In December 2002, the Company adopted the Tilden Associates, Inc. 2002
Option Plan ("the 2002 Plan"). Under the terms of the 2002 Plan the Company has
reserved 3,000,000 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 2002, the Company granted non-incentive stock options to purchase
1,345,000 shares of the Company's common stock under the 2001 Plan at an
exercise price of $0.01. As of December 31, 2004, 1,300,000 were unexercised and
remain outstanding.

                                       12
<PAGE>

Tilden Associates, Inc. 2003 Stock Option Plan

     In December 2003, the Company adopted the Tilden Associates, Inc. 2003
Option Plan ("the 2003 Plan"). Under the terms of the 2003 Plan the Company has
reserved 3,000,000 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 2003, the Company granted non-incentive stock options to purchase
1,300,000 shares of the Company's common stock under the 2003 Plan at an
exercise price of $0.01. As of December 31, 2004, all 1,300,000 were unexercised
and remain outstanding.

Tilden Associates, Inc. 2004 Stock Option Plan

     In December 2004, the Company adopted the Tilden Associates, Inc. 2004
Option Plan ("the 2004 Plan"). Under the terms of the 2004 Plan the Company has
reserved 3,000,000 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 2004, the Company granted non-incentive stock options to purchase
1,300,000 shares of the Company's common stock under the 2004 Plan at an
exercise price of $0.05. As of December 31, 2004, all 1,300,000 were unexercised
and remain outstanding.

                                       13
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             PRINCIPAL STOCKHOLDERS

     The following table sets forth, as of December 31, 2002: (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                          7,561,600(1)             49.3%
300 Hempstead Turnpike
West Hempstead, NY 11552

Arthur Singer                           2,391,900(2)             19.6%
300 Hempstead Turnpike
West Hempstead, NY 11552

Jason Baskind                           7,561,600(3)             49.3%
300 Hempstead Turnpike
West Hempstead, NY 11552

Marvin Kramer                           2,391,900(4)             19.6%
300 Hempstead Turnpike
West Hempstead, NY 11552

Joe Montefusco                            360,000(5)                *
300 Hempstead Turnpike
West Hempstead, NY 11552

Nancy Montefusco                          300,000(5)                *
300 Hempstead Turnpike
West Hempstead, NY 11552

Dan Montefusco                             41,450(5)                *
300 Hempstead Turnpike
West Hempstead, NY 11552

Mary Montefusco                             1,450(5)                *
300 Hempstead Turnpike
West Hempstead, NY 11552

Pat-Anthony Montefusco                      1,450(5)                *
300 Hempstead Turnpike
West Hempstead, NY 11552

Jean Tilden                               466,320(6)                *
300 Hempstead Turnpike
West Hempstead, NY 11552

Robert Tilden                             249,740(6)                *
300 Hempstead Turnpike
West Hempstead, NY 11552

Stephen Tilden                             50,000(6)                *
300 Hempstead Turnpike
West Hempstead, NY 11552

Virginia Tilden                            50,000(6)                *
300 Hempstead Turnpike
West Hempstead, NY 11552

Officers and Directors as a             9,953,500               61.8%
group (4 Persons)
--------------------------------------------------------------------------------
*    Less than 5%

                                       14
<PAGE>

(1)  Ownership includes 3,331,600 shares of the Company's common stock and
     2,300,000 options in his own name as well as 330,000 shares of the
     Company's common stock and 1,600,000 options imputed to him from his son
     Jason Baskind.
(2)  Ownership includes 451,100 shares of the Company's common stock and 175,000
     options in his own name as well as 1,165,800 shares of the Company's common
     stock and 600,00 options imputed to him from his father-in-law Marvin
     Kramer.
(3)  Ownership includes 330,000 shares of the Company's common stock and
     1,600,000 options in his own name as well as 3,331,600 shares of the
     Company's common stock and 2,300,000 options imputed to him from his father
     Robert Baskind.
(4)  Ownership includes 1,165,800 shares of the Company's common stock and
     600,000 options in his own name as well as 451,100 shares of the Company's
     common stock and 175,00 options imputed to him from his son-in-law Arthur
     Singer.
(5)  Holdings taken as a group total 6.2% of the issued and outstanding shares.
(6)  Holdings taken as a group total 7.1% of the issued and outstanding shares.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     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 had
sublet 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 until October 2003, when the
Company moved to its present location. For the year 2003 total rent paid
amounted to $24,000.

     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.

                                       15
<PAGE>

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)

23.1     Consent of independent accountants

31.1     Certification of the Chief Executive Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002

31.2     Certification of the Chief Financial Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002

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

32.2     Certification of the Chief Financial Officer pursuant to 18 U.S.C.
         Section 1350, as 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.

                                       16
<PAGE>

     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.

                                       17
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

                              FINANCIAL STATEMENTS
                          AND SUPPLEMENTAL INFORMATION

                           DECEMBER 31, 2004 AND 2003

                                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 - 21


SUPPLEMENTAL INFORMATION:

      Report of Independent Registered Public Accounting
      Firm on Supplemental Information                           F - 22

      Consolidated Statements of Selling, General
      and Administrative Expenses                                F - 23
<PAGE>

                             GOLDSTEIN & GANZ, P.C.       Member of the American
                          CERTIFIED PUBLIC ACCOUNTANTS    Institute of Certified
                               98 CUTTERMILL ROAD         Public Accountants,
                           GREAT NECK, NEW YORK 11021
                                  ------------            Member of The New York
                                 (516) 487-0110           State Society of
                            Facsimile (516) 487-2928      Certified Public
                                                          Accountants


             Report of Independent Registered Public Accounting Firm


To The Board of Directors and Stockholders
Tilden Associates, Inc.
West Hempstead, New York

     We have audited the accompanying consolidated balance sheets of Tilden
Associates, Inc. and subsidiaries as of December 31, 2004 and 2003 and the
related consolidated statements of operations, cash flows, and stockholders'
equity 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 audits.

     We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we 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. We believe that our
audits provide a reasonable basis for our opinion.

     In our 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, 2004 and 2003, and the
results of its operations and cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.



                                             Goldstein & Ganz, CPA's, P.C.
Great Neck, New York
March 29, 2005

                                      F-2
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                   ASSETS
                                                                                       December 31,
                                                                               ----------------------------
                                                                                   2004            2003
                                                                               ------------    ------------
<S>                                                                            <C>             <C>
Cash and cash equivalents                                                      $    258,826    $    202,455
Accounts and notes receivable - net of allowance for doubtful accounts of
    $382,439 and $278,442 at December 31, 2004 and 2003, respectively               438,716         368,314
Prepaid expenses and other current assets                                            12,900           4,477
Loan Receivable - Oilmatic                                                           79,258               -
                                                                               ------------    ------------
    Total current assets                                                            789,700         575,246

Property and equipment, net of accumulated depreciation
      of $18,035 and $15,744, respectively                                            8,521          10,812
                                                                               ------------    ------------

Intangible assets, net                                                              570,049         572,611
Security deposits                                                                    53,427          45,027
Accounts and notes receivable, net of current portion                                57,633          34,154
                                                                               ------------    ------------
    Total other assets                                                              681,109         651,792
                                                                               ------------    ------------

    Total assets                                                               $  1,479,330    $  1,237,850
                                                                               ============    ============

                                    LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued expenses                                          $     70,540    $     45,567
Deposits on franchise acquisitions                                                   93,000          50,500
Income taxes payable                                                                 18,140          18,690
Notes payable, current portion                                                       21,000          57,183
                                                                               ------------    ------------
    Total current liabilities                                                       202,680         171,940

Notes payable, net of current portion                                                 4,651          17,469
Security deposits                                                                    70,662          62,550
                                                                               ------------    ------------
    Total liabilities                                                               277,993         251,959
                                                                               ------------    ------------

STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
    11,425,903 shares issued and outstanding at December 31,
    2004 and 2003, respectively                                                       5,713           5,713
Additional paid-in capital                                                        1,639,966       1,639,966
Retained earnings (accumulated deficit)                                            (424,342)       (639,788)
                                                                               ------------    ------------
                                                                                  1,221,337       1,005,891
Less: treasury stock - 40,000 shares, stated at cost                                (20,000)        (20,000)
                                                                               ------------    ------------
    Total stockholders' equity                                                    1,201,337         985,891
                                                                               ------------    ------------

    Total liabilities and stockholders' equity                                 $  1,479,330    $  1,237,850
                                                                               ============    ============
</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,
                                                                2004            2003
                                                            ------------    ------------
<S>                                                         <C>             <C>
REVENUES
Initial franchise acquisition fees                          $    100,000    $    127,500
Royalty fees                                                     608,296         566,225
Market Area Sales                                                 60,000               -
Sales of company owned locations                                 215,000          50,000
Sale of equipment purchased for resale, net of refunds            25,331           2,026
Advertising income                                                 5,654           5,821
Miscellaneous income                                              15,610          50,801
Rental income                                                    320,334         312,288
                                                            ------------    ------------
      Total revenues                                           1,350,225       1,114,661
                                                            ------------    ------------

COST OF OPERATIONS
Brokers Fees                                                      36,000          46,963
Franchise development fees                                        47,872          28,449
Cost of locations purchased for re-sale                           63,000               -
Purchase of equipment for resale                                  18,518           3,641
Loss on operation of Company owned location                       18,592               -
Advertising costs - cooperative                                    2,561           5,678
Rent from realty corporations                                    259,232         298,931
                                                            ------------    ------------
      Total cost of operations                                   445,775         383,662
                                                            ------------    ------------

Gross profit                                                     904,450         730,999
Selling, general and administrative expenses                     666,816         705,996
                                                            ------------    ------------

Income from operations before other income and
      expenses and provision for income taxes                    237,634          25,003
                                                            ------------    ------------

OTHER INCOME (EXPENSES)
Interest income                                                    4,064           1,952
Interest expense                                                 (21,252)        (10,823)
                                                            ------------    ------------
      Total other income (expenses)                              (17,188)         (8,871)
                                                            ------------    ------------

Income before provision for income taxes                         220,446          16,132
Provision for income taxes                                         5,000           6,000
                                                            ------------    ------------
Net income                                                  $    215,446    $     10,132
                                                            ============    ============

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

Weighted average shares outstanding                           11,425,903      10,907,410
                                                            ============    ============
</TABLE>

                 See notes to consolidated financial statements.

                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                              2004          2003
                                                           ----------    ----------
<S>                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                 $  215,446    $   10,132
Adjustments to reconcile net income to net cash
provided by operating activities:
      Provision for bad debt                                  233,617       203,193
      Depreciation and amortization expense                     4,853         5,307
      Stock issued for services rendered                            -        52,560
      Stock issued for employee compensation                        -         2,140
Changes in operating assets and liabilities
      Accounts and notes receivable                          (327,498)     (309,796)
      Loans to Oilmatic                                       (79,258)
      Prepaid expenses and other current assets                (8,423)       24,611
      Security deposit receivable                              (8,400)            -
      Accounts payable and accrued expenses                    24,973       (34,168)
      Deposit on franchise acquisitions                        42,500        49,500
      Income taxes payable                                       (550)        2,540
      Security deposits payable                                 8,112        13,600
                                                           ----------    ----------
Net cash provided by operating activities                     105,372        19,619
                                                           ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of equipment                                         -        (4,235)
      Purchase of intangibles                                       -          (284)
                                                           ----------    ----------
Net cash (used for) investing activities                            -        (4,519)
                                                           ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Payment of notes payable                                (49,001)      (81,992)
                                                           ----------    ----------
Net cash (used for) financing activities                      (49,001)      (81,992)
                                                           ----------    ----------

Net increase (decrease) in cash and cash equivalents           56,371       (66,892)
Cash and cash equivalents - beginning                         202,455       269,347
                                                           ----------    ----------
Cash and cash equivalents - ending                         $  258,826    $  202,455
                                                           ==========    ==========
</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, 2004 AND 2003

<TABLE>
<CAPTION>
                                     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, 2002       9,955,903   $    4,978   $1,586,001   $ (649,920)      (40,000)   $  (20,000)   $  921,059

Issuance of stock for
   services rendered             1,256,000          628       51,932                                                 52,560

   Compensation to employees       214,000          107        2,033                                                  2,140

Net income for the year
   ended Decemeber 31, 2003                                                10,132                                    10,132

                              ---------------------------------------------------------------------------------------------
Balance, December 31, 2003      11,425,903        5,713    1,639,966     (639,788)      (40,000)      (20,000)      985,891
                              ---------------------------------------------------------------------------------------------

Net income for the year
   ended Decemeber 31, 2004                                               215,446                                   215,446

                              ---------------------------------------------------------------------------------------------
Balance, December 31, 2004      11,425,903   $    5,713   $1,639,966   $ (424,342)      (40,000)   $  (20,000)   $1,201,337
                              =============================================================================================
</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, 2004 and 2003

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
                 For the Years Ended December 31, 2004 and 2003

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.

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.

                                      F-8
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 1 - Summary of Significant Accounting Policies (continued)

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 and 20 years for trademarks. Beginning in the first quarter of
2002, in accordance with SFAS No. 142 the Company does not amortize goodwill
(see "Goodwill" above).

     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).

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.

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.

                                      F-9
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 1 - Summary of Significant Accounting Policies (continued)

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.
Stock-Based Compensation

     The Company accounts for employee stock options in accordance with
Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock
Issued to Employees." The Company recognized no compensation expense related to
employee stock options, as no options were granted at a price below the market
price on the day of grant. Statement of Financial Accounting Standards No. 123
"Accounting for Stock Based Compensation" (SFAS 123) which prescribes the
recognition of compensation expense based on the fair value of options on the
grant date, allows companies to continue applying APB 25 if certain pro forma
disclosures are made assuming hypothetical fair value method application. See
Note 10 - Stockholders' Equity for pro forma disclosures required by SFAS 123
plus additional information on the Company's stock options.

     In December 2004, the Financial Accounting Standards Board issued a
revision of SFAS 123, Accounting for Stock-Based Compensation, Statement No.
123R. Statement No. 123R supersedes APB Opinion No. 25, Accounting for Stock
Issued to Employees, and its related implementation guidance and it establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. Statement No. 123R requires
a public entity to measure the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of the
award. That cost will be recognized over the period during which an employee is
required to provide service in exchange for the award (usually the vesting
period). No compensation cost is recognized for equity instruments for which
employees do not render the requisite service. The Company will be required to
apply the provisions of Statement No. 123R beginning with its fiscal quarter
commencing on January 1, 2006, and therefore the Statement had no impact to the
consolidated financial statements for the year ended December 31, 2004. The
Company has not yet determined the method of adoption or the effect that the
adoption will have on its financial position or results of operations.

Reclassifications

     Certain amounts in the 2003 financial statements were reclassified to
conform to the 2004 presentation.

                                      F-10
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 1 - Summary of Significant Accounting Policies (continued)

New accounting pronouncements

     In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,"
as revised in December 2003. A Variable Interest Entity ("VIE") is an entity
with insufficient equity investment or in which the equity investors lack some
of the characteristics of a controlling financial interest. Pursuant to FIN 46,
an enterprise that absorbs a majority of the expected losses of the VIE must
consolidate the VIE. The provisions of this statement are not applicable to the
Company and therefore have not been adopted.

     In December 2004, the FASB issued SFAS No. 123(R), "Accounting for
Stock-Based Compensation" ("SFAS No. 123(R)"). SFAS No. 123(R) establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. This statement focuses primarily on
accounting for transactions in which an entity obtains employee services in
share-based payment transactions. SFAS No. 123(R) requires that the fair value
of such equity instruments be recognized as an expense in the historical
financial statements as services are performed. Prior to SFAS No. 123(R), only
certain pro forma disclosures of fair value were required. The provisions of
this statement are effective for small business filers the first interim
reporting period that begins after December 15, 2005.

     In November 2004, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 151 "Inventory Costs." This statement amends Accounting
Research Bulletin No. 43, Chapter 4, "Inventory Pricing" and removes the "so
abnormal" criterion that under certain circumstances could have led to the
capitalization of these items. SFAS No. 151 requires that idle facility expense,
excess spoilage, double freight and re-handling costs be recognized as
current-period charges regardless of whether they meet the criterion of "so
abnormal." SFAS 151 also requires that allocation of fixed production overhead
expenses to the costs of conversion be based on the normal capacity of the
production facilities. The provisions of this statement are effective for all
fiscal years beginning after June 15, 2005.

     On December 16, 2004, the FASB issued SFAS No. 153, "Exchange of
Non-monetary Assets", an amendment of Accounting Principles Board ("APB")
Opinion No. 29, which differed from the International Accounting Standards
Board's ("IASB") method of accounting for exchanges of similar productive
assets. Statement No. 153 replaces the exception from fair value measurement in
APB No. 29, with a general exception from fair value measurement for exchanges
of non-monetary assets that do not have commercial substance. A non-monetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. The statement is
to be applied prospectively and is effective for non-monetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005.

                                      F-11
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 2 - Accounts and Notes Receivable

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

<TABLE>
<CAPTION>
                                                                2004          2003
                                                             ----------    ----------
<S>                                                          <C>           <C>
          Trade receivables from franchisees                 $  744,823    $  630,910

          Installment loans due between August 31, 2005
          and May 31, 2009 with varying interest rates
          between 7.0% and 8.0%                                 133,965        50,000
                                                             ----------    ----------
                                                                878,788       680,910
          Less allowance for doubtful accounts                 (382,439)     (278,442)
                                                             ----------    ----------
                                                                496,349       402,468
          Less current portion                                 (438,716)     (368,314)
                                                             ----------    ----------
          Non-current accounts and notes receivable          $   57,633    $   34,154
                                                             ==========    ==========
</TABLE>

NOTE 3 - Property and Equipment

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

<TABLE>
<CAPTION>
                                                                2004          2003
                                                             ----------    ----------
<S>                                                          <C>           <C>
          Machinery and shop equipment                       $    5,300    $    5,300
          Signage                                                 5,623         5,623
          Furniture                                              10,913        10,913
          Leasehold Improvements                                  4,720         4,720
                                                             ----------    ----------
                                                                 26,556        26,556
          Less accumulated depreciation                         (18,035)      (15,744)
                                                             ----------    ----------
          Property and equipment, net
              of accumulated depreciation                    $    8,521    $   10,812
                                                             ==========    ==========
</TABLE>

     Depreciation expense amounted to $2,291 and $2,189 for the years ended
December 31, 2004 and 2003, respectively.

                                      F-12
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 4 - Intangible Assets

     Intangible assets at December 31, consisted of the following:

                                                          2004          2003
                                                       ----------    ----------
          Trademarks                                   $   28,183    $   28,183
          Franchise & market area rights                  746,657       746,657
          Organizational costs                             11,325        11,325
                                                       ----------    ----------
                                                          786,165       786,165
          Less accumulated amortization                  (216,116)     (213,554)
                                                       ----------    ----------
          Property and equipment, net
              of accumulated depreciation              $  570,049    $  572,611
                                                       ==========    ==========

     Amortization expense for the years ended December 31, 2004 and 2003 was
$2,562 and $3,045, respectively.

NOTE 5 - Notes Payable

     Notes payable at December 31, consisted of the following:

                                                          2004          2003
                                                       ----------    ----------
          Bank loan bearing interest at 9.0%
          maturing March of 2005                       $    8,266    $   44,020

          Term loan bearing interest at prime plus
          2.5% due April of 2005                           10,620        30,632

          Note payable bearing interest at 25%
          maturing July of 2007                             6,765             -
                                                       ----------    ----------
                                                           25,651        74,652
          Less current portion                            (21,000)      (57,183)
                                                       ----------    ----------
          Notes payable, net of current portion        $    4,651    $   17,469
                                                       ==========    ==========

     Maturities of notes payable are as follows:

                           2005                 $ 21,000
                           2006                    2,719
                           2007                    1,932
                                            ------------
                                                $ 25,651
                                            ============

                                      F-13
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 5 - Notes Payable (continued)

     During the third quarter of 2001, the Company's line of credit was
discontinued. Previously, the Company's credit line was used primarily to
finance the repurchase of market area rights. Upon the termination of the credit
line, the terms of repayment of the remaining outstanding balance of
approximately $105,000 were modified to 36 equal monthly principal payments plus
accrued interest. At December 31, 2004, the outstanding balance was
approximately $8,300.

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 consisted of the following for the years
ended December 31:

                                                    2004          2003
                                                 ----------    ----------
          Current
              Federal                            $        -    $        -
              State                                   5,000         6,000
                                                 ----------    ----------
          Total current provision                     5,000         6,000

          Deferred
              Federal                                     -             -
              State                                       -             -
                                                 ----------    ----------
          Total deferred provision                        -             -
                                                 ----------    ----------
          Total income tax expense               $    5,000    $    6,000
                                                 ==========    ==========

     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;

                                                    2004          2003
                                                 ----------    ----------
          Disallowed bad debt reserve            $  134,000    $   97,500
          Net operating loss carry forward           13,800       113,400
                                                 ----------    ----------
                                                    147,800       210,900
          Valuation allowance                      (147,800)     (210,900)
                                                 ----------    ----------
          Total income tax expense               $        -    $        -
                                                 ==========    ==========

     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 benefit of net operating loss carryforwards, offset by a
reduction in the related valuation allowance and the effect of state and local
taxes.

     Net operating loss carryovers of approximately $40,000 will expire in 2022.

                                      F-14
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 7 - Commitments and Contingencies

Leases

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

                  2005                         $   686,498
                  2006                             600,464
                  2007                             470,408
                  2008                             469,340
                  2009                             307,325
                  2010 and thereafter              578,156
                                             -------------
                                               $ 3,112,191
                                             =============

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 $100,000 during 2004. In accordance with the terms of the
employment contract, he is entitled to five percent increases on a yearly basis.
The employment agreement, as amended, expires in 2010. Additionally, Mr.
Baskind's agreement provides for other customary provisions.

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, 2003,
approximately $15,000, of the Company's cash on deposit with banks was in excess
of the FDIC insured limits. At December 31, 2004, none 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
$496,349 and $402,468 in 2004 and 2003, respectively net of an allowance for
doubtful accounts of $382,439 and $278,442 in 2004 and 2003, 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 Colorado, Florida
and New York.

NOTE 9 - Related Party Transactions

Office facilities and legal fees

     The Company rented office space on a month-to-month basis through September
2003, from a law firm, from which a principal of the law firm is a shareholder
and director of the Company. Total

                                      F-15
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 9 - Related Party Transactions (continued)

rent expense paid to the law firm amounted to $18,000 in 2003. The law firm also
acts as the Company's general counsel and received $33,000 and $62,200 in legal
fees in 2004 and 2003, respectively.

Rent Paid on Operation of Company Store

     In 2004, the Company paid rent for a location, abandoned by a franchisee
and operated by the Company (see NOTE 15) The rent was paid to a realty company
owned collectively by the Chairman and related family members. Total rent paid
to the related company in 2004 was $46,300.

NOTE 10 - Stock Options

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.

     As of December 31, 2004, 17,000 options with an exercise price of $.50 per
share were unexercised and remain outstanding.

Tilden Associates, Inc. 2001 Stock Option Plan

In December 2001, the Company adopted the Tilden Associates, Inc. 2001 Stock
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

                                      F-16
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 10 - Stock Options (continued)

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 2002, 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. During 2003 two board members who held non-incentive
stock options under the 2002 plan, resigned. In accordance with the plan the
unexercised options, granted to these board members terminated. As of December
31, 2004, 850,000 were unexercised and remain outstanding.

Tilden Associates, Inc. 2002 Stock Option Plan

     In December 2002, the Company adopted the Tilden Associates, Inc. 2002
Option Plan ("the 2002 Plan"). Under the terms of the 2002 Plan the Company has
reserved 3,000,000 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 2002, the Company granted non-incentive stock options to purchase
1,345,000 shares of the Company's common stock under the 2002 Plan at an
exercise price of $0.01. During 2003 two board members who held non-incentive
stock options under the 2002 plan, resigned. In accordance with the plan, the
unexercised options granted to these board members terminated. As of December
31, 2004, 1,300,000 options were unexercised and remain outstanding.

                                      F-17
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 10 - Stock Options (continued)

Tilden Associates, Inc. 2003 Stock Option Plan

     In December 2003, the Company adopted the Tilden Associates, Inc. 2003
Option Plan ("the 2003 Plan"). Under the terms of the 2003 Plan the Company has
reserved 3,000,000 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 2003, the Company granted non-incentive stock options to purchase
1,300,000 shares of the Company's common stock under the 2003 Plan at an
exercise price of $0.01. As of December 31, 2004, all 1,300,000 were unexercised
and remain outstanding.

Tilden Associates, Inc. 2004 Stock Option Plan

     In December 2004, the Company adopted the Tilden Associates, Inc. 2004
Option Plan ("the 2004 Plan"). Under the terms of the 2004 Plan the Company has
reserved 3,000,000 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.

                                      F-18
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 10 - Stock Options (continued)

     During 2004, the Company granted non-incentive stock options to purchase
1,300,000 shares of the Company's common stock under the 2004 Plan at an
exercise price of $0.05. As of December 31, 2004, all 1,300,000 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 2004 and
2003.

     The following table summarizes information concerning outstanding and
exercisable options at December 31, 2004 (contractual life in years):

                          Options Outstanding          Options exercisable
                    --------------------------------  ---------------------
                               Weighted    Weighted                Weighted
                                  avg.       avg.                    avg.
     Range of                  remaining   exercise                exercise
      prices          Number      life      price       Number       price
   ------------------------------------------------------------------------
   $0.01-$0.05      4,750,000      5        $0.02     4,750,000      $0.02
   $0.50               17,000      10        0.50        17,000       0.50
   ------------------------------------------------------------------------
   $0.01-$0.50      4,767,000      5        $0.02     4,767,000      $0.02
   ------------------------------------------------------------------------

     A summary of option transactions for the two years ended December 31, 2004,
follows:

                                                                Weighted
                                                                 Average
                                                                  option
                                                   Options        price
       -----------------------------------------------------------------
         Outstanding at December 31, 2002         2,949,000        $.08
       -----------------------------------------------------------------
         Granted                                  1,300,000         .01
         Exercised                                  -                 -
         Expired or Surrendered                     782,000         .25
       -----------------------------------------------------------------
         Outstanding at December 31, 2003         3,467,000         .02
       -----------------------------------------------------------------
         Granted                                  1,300,000         .05
         Exercised                                  -                 -
         Expired or Surrendered                     -                 -
       -----------------------------------------------------------------
         Outstanding at December 31, 2004         4,767,000        $.02
       -----------------------------------------------------------------

Pro Forma Fair Value Disclosures
--------------------------------

     Had compensation expense for the company's stock options been recognized
based on the fair value on the grant date under the methodology prescribed by
SFAS 123, the company's income from

                                      F-19
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 10 - Stock Options (continued)

continuing operations and earnings per share for the two years ended December
31, 2004 and 2003, would have been impacted as shown in the following table:

                                      December 31, 2004     December 31, 2003
------------------------------------------------------------------------------
Net Income
        As reported                            $215,446               $10,132
        Pro forma                              $203,139                $7,671
Basic and diluted earnings per share
        As reported                               $0.02                 $0.00
        Pro forma                                 $0.02                 $0.00
------------------------------------------------------------------------------

NOTE 11 - Consulting Agreements

     During 2002, the Company entered into consulting agreements to provide
public relations and other promotional services over a one-year period. In
consideration for these services, the Company issued 405,000 shares of its
common stock valued at $4,049. The fair value of these services is being
amortized over the term of the contracts and resulted in a charge to consulting
expense of $1,012 for the year ended December 31, 2003. Additionally, the
agreement provides for other fees which are contingent upon the successful
performance of the consultants.

     During 2003, the Company entered into two consulting agreements to provide
public relations and other promotional services. In consideration for these
services the Company issued 1,250,000 shares of its common stock valued at
$52,500. The fair value of these services was charged to consulting expense.

NOTE 12 - Franchises and Market Area Activities

     During the years ending December 31, 2004 and 2003, the Company sold four
and six new franchises, respectively. As of December 31, 2004 and 2003, the
Company had 44 and 46 active franchised locations. Throughout each year several
franchises are returned to the Company's control either through foreclosures or
abandonment.

NOTE 13 - Supplemental Cash Flow information

     Total interest paid during the years ended December 31, 2004 and 2003, was
$21,252 and $10,823, respectively. Total income taxes paid during the years
ended December 31, 2004 and 2003, were $4,300 and $3,460 respectively. Non-cash
transactions recorded during the years ended December 31, 2004 and 2003,
respectively, consisted of: (1) the recording of a provision for bad debts of
$233,617 and $203,192, (2) the issuance of the Company's common stock for
services of $52,560, in 2003, and (3) the issuance of the Company's common stock
for employee compensation of $2,140 in 2003.

                                      F-20
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2004 and 2003

NOTE 14 - Advances to Oilmatic Franchising Corp.

     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. Concurrent with the formation
of Oilmatic, it commenced a private offering for a minimum of $250,000 up to
$1,000,000 for up to 3,000,000 shares of its common stock (23% of Oilmatic). As
of December 31, 2004, the Company advanced $79,258 to Oilmatic in connection
with its formation and for the payment to Oilmatic International, LLC for the
acquisition of the exclusive franchise rights for certain locations. During the
fourth quarter of 2004 the Company commenced an action against Oilmatic
International, LLC to collect the advances made under the agreement. Management
believes such advances will be recovered.

NOTE 15 - Company Owned Store

     During the year ending December 31, 2004, a franchisee of the Company
abandoned a store located in Trenton, New Jersey. The Company believes the
location and the lease have sufficient value to warrant utilizing some of its
resources to continue operating the store and retain the location while trying
to locate a new franchisee for that facility or a new assignee for the lease.
Since the Company is not regularly in the business of operating these facilities
and has limited resources, it has attempted to maintain this location while
incurring as little expense and effort as possible. Accordingly, it has not
installed the normal controls and reporting systems that it might otherwise
place into effect at this facility. The financial activity of this store is not
considered by management to be significant. Accordingly, the revenues and
expenses of this facility have been presented as a net expense in the Statement
of Operations as Loss on Operation of Company Owned Location and amounted to
$18,592.

NOTE 16 - Quarterly Results of Operations (Unaudited)

     Below is a summary of the quarterly results of operations for each quarter
of 2004 and 2003:

     2004                         First       Second       Third        Fourth
                                ---------    ---------   ---------    ---------
     Revenues                    $269,596     $511,924    $229,205     $339,500
     Gross profit                 171,342      345,702     144,792      242,614
     Net income (loss)             (6,412)     155,806      (6,779)      72,831
     Basic and diluted income
     (loss) per common share         0.00         0.01        0.00         0.01

     2003                         First       Second       Third        Fourth
                                ---------    ---------   ---------    ---------
     Revenues                    $230,596     $256,154    $334,269     $293,642
     Gross profit                 135,748      168,610     236,107      190,534
     Net income (loss)               (907)      10,215      38,751      (37,927)
     Basic and diluted income
     (loss) per common share         0.00         0.00        0.00         0.00


                                      F-21
<PAGE>

                             GOLDSTEIN & GANZ, P.C.       Member of the American
                          CERTIFIED PUBLIC ACCOUNTANTS    Institute of Certified
                               98 CUTTERMILL ROAD         Public Accountants,
                           GREAT NECK, NEW YORK 11021
                                  ------------            Member of The New York
                                 (516) 487-0110           State Society of
                            Facsimile (516) 487-2928      Certified Public
                                                          Accountants


             Report of Independent Registered Public Accounting Firm
                      On Supplemental Financial Information


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

     Our report on the audits of the basic consolidated financial statements of
Tilden Associates, Inc. and subsidiaries for the years 2004 and 2003 appears on
page 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 23, 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 2004 and
2003 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
March 29, 2005

                                      F-22
<PAGE>
                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF SELLING,
                       GENERAL AND ADMINISTRATIVE EXPENSES


                                               Year Ended December 31,
                                                  2004         2003
                                               ----------   ----------

Salaries and wages                             $  118,680   $  116,126
Officer's salary                                  100,000       91,032
Payroll and other taxes                            22,964       19,123

Bad debt expense                                  213,617      170,693
Professional fees                                  76,738      124,321
Consulting                                          5,100       61,660
Settlements                                             -       15,500

Rent                                               17,227       22,200
Office expense                                     15,455        8,394
Telephone expense                                   7,132        8,345

Travel and entertainment                           40,635       17,730
Training                                            4,833        9,278
Automobile expense                                  7,891        8,599

Fees and licenses                                  12,077       13,559
Amortization expense                                2,713        3,045
Depreciation expense                                2,140        2,189

Advertising                                         3,885        3,340
Insurance                                           4,611        2,163
Miscellaneous expense                              11,118        8,699
                                               ----------   ----------

                                               $  666,816   $  705,996
                                               ==========   ==========


                                      F-23
<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 15, 2005                          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 15, 2005
    ---------------------   Chief Executive Officer (Principal
    Robert Baskind          Executive and Financial Officer)


By: /s/ MARVIN E KRAMER     Director, Vice President              April 15, 2005
    ---------------------   Of Law & Finance
    Marvin E. Kramer