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, 2003


                       Commission File Number: 0001027484


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


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


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


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


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


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

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


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

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

State issuer's revenues for its most recent fiscal year. $1,114,661.

The aggregate market value of the Common Stock held by non-affiliates of the
Registrant was approximately $610,700 based upon the $0.10 average bid
price of these shares on the NASDAQ Stock Market on April 13, 2004.

As of March 31, 2004, there were 11,385,903 outstanding shares of Common Stock,
$.0005 par value per share.
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Tilden Associates, Inc. (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.

                                        2
<PAGE>

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

By the end of 1999, the Company had fifty six (56) franchises operating under
its name, including: the seven (7) from S.G. Tilden Incorporated, from which the
Company received no royalties, the fifteen (15) franchises in good standing
acquired from Brake World now being operated under Tilden Brake World, Inc., the
thirteen (13) franchises acquired from America Brake service, Inc., now being
operated under Tilden ABS, Inc., three (3) company-owned stores that were sold
to franchisees, and seventeen (17) additional new franchisees, making a total of
fifty-five franchises and Company stores plus additional disputed franchises in
litigation. All franchises do all forms of auto repairs, although the Brake
World franchises and the American Brake service franchises initially focused
primarily on brake and brake related repairs. At the end of 2000, the Company
had fifty four (54) franchises.

2002 activity - open

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

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

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

Franchising is both regulated by the Federal Trade Commission and many of the
states. The Company believes it is in compliance with all the rules of the
Federal Trade Commission and is registered in the following states to sell
franchises: California, Florida, Indiana, Minnesota, New York, Rhode Island, and
Virginia. There are approximately 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

                                        3
<PAGE>

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 10 year lease which commenced in October, 2003.
The space is approximately 1,000 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 franchisees. As of December 31, 2003, the
Company leased to its franchisees a total of six (6) sites.

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 2003 and 2002.
The quotations shown below reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

       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

                                        4
<PAGE>

       2002                          HIGH           LOW
       ----                       ---------      ---------

FIRST QUARTER
Common Stock .................    $     .05      $     .02

SECOND QUARTER
Common Stock .................    $     .15      $     .02

THIRD QUARTER
Common Stock .................    $     .05      $     .01

FOURTH QUARTER
Common Stock .................    $     .02      $     .01


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

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

Equity Compensation Plan Information
<TABLE>
<CAPTION>

                                 Number of          Weighted average         Number of Securities
                           Securities underlying    exercise price of      remaining available for
Plan Category               Outstanding options     outstanding options        future issuance
--------------------------------------------------------------------------------------------------
<S>                               <C>                     <C>                    <C>
Equity compensation               3,612,000               $0.02                  10,001,700
plans not approved
by security holders
</TABLE>


Recent Sales of Unregistered Securities

Options to purchase 1,275,000 shares of the Company's common stock were issued
during the fourth quarter of year 2003.

                                        5
<PAGE>

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

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

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

Fiscal 2003 Compared to Fiscal 2002
-----------------------------------

         Revenue increased to $1,114,600 in the year 2003 from $1,028,000 in the
year 2002, representing a 8% decrease. The increase in revenue during the year
was predominately attributed to the sale of company a company owned location for
$50,000 and an increase in rental income of $61,800 offset by a decrease in
initial franchise acquisition fees of $40,000.

         Operating costs increased to $383,600 in 2003 from $343,400 in 2002, a
12% increase. The increase was primarily attributed to $70,100 of additional
costs associated with the rent from realty corporations. These increases were
offset by a decrease of $19,200 in advertising costs.

         Selling, general and administrative expenses increased to $706,000 in
the year 2003 from $574,700 in the year 2002, a 23% increase. This increase is
primarily due to increases in professional and consulting fees of $53,000 and
$30,900, respectively. These increases were offset by a decrease in rent expense
of $10,500. The decrease in rent expense was attributable to a change in the
corporate headquarters office location and the absence of rent expense incurred
from an abandoned location in 2002.

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

         Working capital at December 31, 2003 was $403,300, compared to working
capital of $404,000at December 31, 2002. The ratio of current assets to current
liabilities was 3.35:1 at December 31, 2003 and 3.26:1 at December 31, 2002.
Cash flow provided by operations for the year 2003 was $19,600, compared to cash
flow provided by operations for the year 2002 of $94,700.

         Accounts and notes receivable increased to $402,500 at December 31,
2003 from $295,900 at December 31, 2002, while accounts payable and accrued
expenses decreased to $45,500 at December 31, 2003 from $79,700 at December 31,
2002.

         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

                                        6
<PAGE>

and objective is to continue expanding the number of franchises in its system
through sales of new franchises, as well as through acquisitions of other
franchises similar to the acquisitions they have done in the past.

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

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

         The Company has approximately $403,300 in working capital. The Company
believes that its working capital and cash generated by operations will be
sufficient for at least the next twelve (12) months of operations.

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

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 2002 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

                                        7
<PAGE>

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, 2003.

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
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"),.

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

                                        8
<PAGE>

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
Officers are listed below:

                                    POSITIONS
NAME                       AGE      W/COMPANY                    DIRECTOR SINCE
-------------------------------------------------------------------------------
Robert Baskind             62       Chairman of the Board,            1996
                                    President, Chief Executive
                                    Officer

Marvin Kramer              70       Senior Vice-President of Law      1996
                                    and Finance, Director

Arthur Singer              36       Director                          1996

Jason Baskind              31       Director of Franchise             2003
                                    Development


                                        9
<PAGE>

DIRECTORS
---------

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

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

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

Jason Baskind
Mr. 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.

                                       10
<PAGE>

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, 2003 through December 31, 2003, 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 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           2003       $     90,000        600,000
                         2002                 --        600,000
                         2001       $     67,758        500,000


Aggregate Option Exercises in Last Fiscal Year and Year-End Options
<TABLE>
<CAPTION>

                                                          Securities        Value of
                                                          Underlying        Unexercised
                                                          Unexercised       In-the-Money
                                  Shares                  Options at        Options at
                                 Acquired                 Year-end (#)      Year-end ($)
                                    On         Value      Exercisable/      Exercisable/
Name and Principal Position      Exercise     Realized    Unexercisable     Unexercisable
---------------------------      --------     --------    -------------     -------------
<S>                                 <C>          <C>       <C>               <C>
Robert Baskind,                     0            $0        1,700,000/0       $148,000/0
Chairman of the Board,
Chief Executive Officer
& President
</TABLE>
<TABLE>
<CAPTION>

                                       Option/SAR Grants in Last Fiscal Year

                                                   Individual Grants
                                 ------------------------------------------------------
                                   Number of securities        Percent of total options
                                 underlying options granted       granted to employees
                                 --------------------------      ----------------------
<S>                                        <C>                              <C>
Robert Baskind                             600,000                          53%
</TABLE>


Employment Agreements:

Employment agreements for the year 2002 existed for the following officers and
key employees:

Robert Baskind: An agreement in the amount of $110,000. Due to the low level of
working capital maintained during 2002 and 2001, the Company was unable to
fulfill its obligation to pay the officer his entire salary in accordance with

                                       11
<PAGE>

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. 1997 Incentive Plan

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

         As of December 31, 2002, the Company granted options to purchase
2,860,000 shares under the 1997 Plan for $.07 per share. As of December 2002, no
options were exercised. In December 2001, at the request of the Company to
assist in its efforts to better organize its capital structure, the options were
returned to the Company by the option holders and terminated.

Tilden Associates, Inc. 1998 Stock Option Plan

         In May 1998, the Company adopted the Tilden Associates, Inc. 1998 Stock
Option Plan ("the 1998 Plan"). Under the terms of the 1998 Plan the Company has
reserved 1,500,000 shares subject to options. The Company may issue incentive
options for a term of no greater than ten years and non-incentive stock options
for a term of no greater than eleven years. The incentive stock options may be
issued with an exercise price of no less than 100% of the fair market value of
the stock at the time of the grant. However, in the case of employees holding
greater than 10% of the Company's common stock, the option price shall not be
less than 110% of the fair market value of the stock at the time of the grant
and the term of the option may not exceed five years. The non-incentive stock
options may be issued with an exercise price of no less than 50% of the fair
market value of the stock at the time of the grant. Additionally, options may be
granted to any eligible person for shares of common stock of any value provided
that the aggregate fair market value of the stock with respect to which
incentive stock options are exercisable for the first time during any calendar
year, shall not exceed $100,000. Additionally, the option price shall be paid in
full at the time of exercise in cash or, with the approval of the Board of

                                       12
<PAGE>

Directors, in shares of common stock. Further, if prior to the expiration of the
option the employee ceases to be employed by the Company, the options granted
will terminate 90 days after termination of the employee's employment with the
Company.

         During 1998, the Company granted non-incentive stock options to
purchase 368,300 shares of the Company's common stock under the 1998 Plan at
exercise prices ranging from $.25 and $3.00. During 1999, 32,500 options were
exercised at $.50 per share and 141,500 options expired. During 2000, the
Company granted options to purchase 415,000 shares at $.25 per share and 54,600
options expired. As of December 31, 2003, 554,700 were unexercised and remain
outstanding.

Tilden Associates, Inc. 2001 Stock Option Plan

         In December 2001, the Company adopted the Tilden Associates, Inc. 2001
Option Plan ("the 2001 Plan"). Under the terms of the 2001 Plan the Company has
reserved 1,500,000 shares subject to options. The Company may issue incentive
options for a term of no greater than ten years and non-incentive stock options
for a term of no greater than eleven years. The incentive stock options may be
issued with an exercise price of no less than 100% of the fair market value of
the stock at the time of the grant. However, in the case of employees holding
greater than 10% of the Company's common stock, the option price shall not be
less than 110% of the fair market value of the stock at the time of the grant
and the term of the option may not exceed five years. The non-incentive stock
options may be issued with an exercise price of no less than 50% of the fair
market value of the stock at the time of the grant. Additionally, options may be
granted to any eligible person for shares of common stock of any value provided
that the aggregate fair market value of the stock with respect to which
incentive stock options are exercisable for the first time during any calendar
year, shall not exceed $100,000. Additionally, the option price shall be paid in
full at the time of exercise in cash or, with the approval of the Board of
Directors, in shares of common stock. Further, if prior to the expiration of the
option the employee ceases to be employed by the Company, the options granted
will terminate 90 days after termination of the employee's employment with the
Company.

         During 2001, the Company granted non-incentive stock options to
purchase 1,010,000 shares of the Company's common stock under the 2001 Plan at
an exercise price of $0.02. As of December 31, 2003, all 1,010,000 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

                                       13
<PAGE>

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. As of December 31, 2003, all 1,345,000 were
unexercised and remain outstanding.

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 1,265,000 shares of the Company's common stock under the 2003 Plan at
an exercise price of $0.01. As of December 31, 2003, 1,265,000 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 2003 and
2002.

                                       14
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             PRINCIPAL STOCKHOLDERS

The following table sets forth, as of December 31, 2003: (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                           5,065,600(1)            38.5%
300 Hempstead Turnpike
West Hempstead, NY   11552

Arthur Singer                              601,100(2)             5.2%
300 Hempstead Turnpike
West Hempstead, NY   11552

Jason Baskind                            1,430,000(3)            11.4%
300 Hempstead Turnpike
West Hempstead, NY   11552

Marvin Kramer                            1,615,800(4)            13.6%
300 Hempstead Turnpike
West Hempstead, NY   11552

Officers and Directors as a
group (4 Persons)                        8,712,500               58.6%

(1)  Ownership includes 24,000 options imputed to him from his son Scott Baskind
     and 10,000 options from his brother Howard Baskind. Ownership includes
     1,734,000 options.
(2)  Ownership includes 150,000 options.
(3)  Ownership includes 1,100,000 options.
(4)  Ownership includes 450,000 options.


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.

                                       15
<PAGE>

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.

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

         (a) Exhibits

         Exhibit  Description:
         -------  ------------
          3.1     Certificate of Incorporation of the Registrant (1)
          3.2     By-laws of the Registrant (1)
          4.1     Tilden Associates, Inc. incentive plan (1)
          4.2     Tilden Associates, Inc. 1998 stock option plan (1)
          4.3     Tilden Associates, Inc. 2001 stock option plan
          10.1    Consulting agreement with Tilden Huntington, Inc. (1)
          10.2    Employment agreement with the President Robert Baskind. (1)
          10.3    Deferred compensation letter for president Robert Baskind (1)
          10.4    Waiver of deferred compensation by president Robert
                  Baskind (2)
          21.1    Subsidiaries (2)
          23.1    Consent of independent accountants
          31.1    Certifications
          31.2    Certifications
          32.1    Certifications
          32.2    Certifications

          (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. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During 2003 and 2002, there were no billings by Goldstein & Ganz, CPA's P.C. to
the Company for Audit-Related Fees and Tax Fees. Additionally, they did not
provide any services to the Company related to financial information systems
design and implementation.

The aggregate fees billed by Goldstein & Ganz, CPA's P.C. to the Company for the
years ended December 31, 2003 and 2002 are as follows:

                                               2003            2004
                                              -------         -------

       Audit Fees(1)                          $34,500         $43,240
       All Other Fees                             680              --
                                              -------         -------
       Total Fees for Services Provided       $35,180         $43,240
                                              =======         =======

(1)  Audit services include (a) the annual audit (including required quarterly
     reviews), and other procedures required to be performed by the independent
     auditor to be able to form an opinion on the Company's consolidated
     financial statements, and (b) services that only the independent auditor
     reasonably can provide, such as services associated with SEC registration
     statements, periodic reports and other documents filed with the SEC or
     related thereto.

During the fiscal year ended December 31, 2003, the Registrant did have an audit
committee.

                                       16
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

                              FINANCIAL STATEMENTS
                          AND SUPPLEMENTAL INFORMATION

                           DECEMBER 31, 2003 AND 2002

                                Table of Contents

                                                                        Page

Independent Auditors' Report                                            F-2

Consolidated Balance Sheets                                             F-3

Consolidated Statements of Operations                                   F-4

Consolidated Statements of Cash Flows                                   F-5

Consolidated Statements of Stockholders' Equity                         F-6

Notes to Consolidated Financial Statements                           F-7 - F-20


SUPPLEMENTAL INFORMATION:

    Independent Auditors' Report on Supplemental                        F-21
     Information

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


                                       F-1
<PAGE>

                             GOLDSTEIN & GANZ, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                               98 CUTTERMILL ROAD
                           GREAT NECK, NEW YORK 11021
                             ----------------------
                                 (516) 487-0110
                            Facsimile (516) 487-2928


                                                Member of the American Institute
                                                of Certified Public Accountants,
                                                SEC Practice Section


                                                Member of The New York State
                                                Society of Certified Public
                                                Accountants


                          INDEPENDENT AUDITORS' REPORT

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, 2003 and 2002, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of any material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Tilden Associates, Inc. and
subsidiaries at December 31, 2003 and 2002, and the results of its operations
and its 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
April 5, 2004


                                       F-2
<PAGE>
<TABLE>
<CAPTION>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                                             December 31,
                                                                         2003           2002
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
Cash and cash equivalents                                            $    202,455   $    269,347
Accounts and notes receivable - net of allowance
 for doubtful accounts                                                    368,314        284,490
Prepaid expenses and other current assets                                   4,477         29,088
                                                                     ------------   ------------
    Total current assets                                                  575,246        582,925

Property and equipment, net of accumulated depreciation
 of $15,744 and $13,553, respectively                                      10,812          8,768
                                                                     ------------   ------------

Intangible assets, net                                                    572,611        575,443
Security deposits                                                          45,027         45,027
Accounts and notes receivable, net of current portion                      34,154         11,375
    Total other assets                                                    651,792        631,845
                                                                     ------------   ------------
    Total assets                                                     $  1,237,850   $  1,223,538
                                                                     ============   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued expenses                                $     45,567   $     79,735
Deposits on franchise acquisitions                                         50,500          1,000
Income taxes payable                                                       18,690         16,150
Notes payable, current portion                                             57,183         81,986
                                                                     ------------   ------------
    Total current liabilities                                             171,940        178,871

Notes payable, net of current portion                                      17,469         74,658
Security deposits                                                          62,550         48,950
                                                                     ------------   ------------
    Total liabilities                                                     251,959        302,479
                                                                     ------------   ------------
STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
 11,425,903 and 9,955,903 shares issued at December 31,
 2003 and 2002, respectively                                                5,713          4,978
Additional paid-in capital                                              1,639,966      1,586,001
Retained earnings (accumulated deficit)                                  (639,788)      (649,920)
                                                                     ------------   ------------
                                                                        1,005,891        941,059
Less: treasury stock - 40,000 shares, stated at cost                      (20,000)       (20,000)
                                                                     ------------   ------------
    Total stockholders' equity                                            985,891        921,059
                                                                     ------------   ------------

    Total liabilities and stockholders' equity                       $  1,237,850   $  1,223,538
                                                                     ============   ============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                  Year Ended December 31,
                                                                    2003           2002
                                                                ------------   ------------
<S>                                                             <C>            <C>
REVENUES
Royalty fees                                                    $    566,225   $    547,000
Sales of company owned locations                                      50,000             --
Initial franchise acquisition fees                                   127,500        167,500
Sale of equipment purchased for resale, net of refunds                 2,026         16,294
Advertising income                                                     5,821         24,685
Miscellaneous income                                                  50,801         22,031
Rental income                                                        312,288        250,531
                                                                ------------   ------------
    Total revenues                                                 1,114,661      1,028,041
                                                                ------------   ------------
COST OF OPERATIONS
Brokers Fees                                                          46,963         51,806
Franchise development fees                                            28,449         26,583
Purchase of equipment for resale                                       3,641         12,008
Advertising costs - cooperative                                        5,678         24,901
Rent from realty corporations                                        298,931        228,100
                                                                ------------   ------------
    Total cost of operations                                         383,662        343,398
                                                                ------------   ------------

Gross profit                                                         730,999        684,643
Selling, general and administrative expenses                         705,996        574,676
                                                                ------------   ------------
Income from operations before other income and
 expenses and provision for income taxes                              25,003        109,967
                                                                ------------   ------------
OTHER INCOME (EXPENSES)
Interest income                                                        1,952          4,532
Interest expense                                                     (10,823)       (15,316)
Loss on abandoned franchise                                                          (3,606)
                                                                ------------   ------------
    Total other income (expenses)                                     (8,871)       (14,390)
                                                                ------------   ------------

Income before provision for income taxes                              16,132         95,577
Provision for income taxes                                             6,000          4,350
                                                                ------------   ------------
Net income                                                      $     10,132   $     91,227
                                                                ============   ============

Per Share Data
Basic earnings per share                                        $       0.00   $       0.01
                                                                ============   ============
Diluted earnings per share                                      $       0.00   $       0.01
                                                                ============   ============

Weighted average shares outstanding                               10,907,410      9,799,396
                                                                ============   ============
</TABLE>

                 See notes to consolidated financial statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

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

                                                             Year Ended December 31,
                                                               2003           2002
                                                           ------------   ------------
<S>                                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                 $     10,132   $     91,227
Adjustments to reconcile net income to net cash
provided by operating activities:
    Provision for bad debts                                     203,193        164,952
    Depreciation and amortization expense                         5,307          5,395
    Stock issued for services rendered                           52,560          3,036
    Stock issued for employee compensation                        2,140
    (Gain) loss on sale or abandonment of assets                     --          3,606
    Amortization of deferred income                                  --         (2,000)

Changes in operating assets and liabilities
    Accounts and notes receivable                              (309,796)      (105,079)
    Prepaid expenses and other current assets                    24,611         12,219
    Security deposit receivable                                      --         11,720
    Accounts payable and accrued expenses                       (34,168)       (24,779)
    Deposit on franchise acquisitions                            49,500        (75,000)
    Income taxes payable                                          2,540          3,650
    Security deposits payable                                    13,600          5,731
                                                           ------------   ------------
Net cash provided by (used for) operating activities             19,619         94,678
                                                           ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of equipment                                        (4,235)            --
    Purchase of intangibles                                        (284)            --
                                                           ------------   ------------
Net cash provided by (used for) investing activities             (4,519)            --
                                                           ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payment of notes payable                                    (81,992)       (54,932)
                                                           ------------   ------------
Net cash provided by (used for) financing activities            (81,992)       (54,932)
                                                           ------------   ------------

Net increase (decrease) in cash and cash equivalents            (66,892)        39,746
Cash and cash equivalents - beginning                           269,347        229,601
                                                           ------------   ------------
Cash and cash equivalents - ending                         $    202,455   $    269,347
                                                           ============   ============
</TABLE>

                See notes to consolidated financial statements.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                      Common stock         Additional                      Treasury stock
                                ------------------------      Paid      Accumulated   ------------------------   Stockholders'
                                   Shares       Amount     In Capital     Deficit       Shares       Amount         Equity
                                -----------   ----------   ----------   ----------    ----------    ----------    ----------
<S>                              <C>         <C>          <C>          <C>              <C>        <C>           <C>
Balance, December 31, 2001        9,550,903   $    4,775   $1,582,155   $ (741,147)      (40,000)   $  (20,000)   $  825,783

Issuance of stock for
 services rendered                  405,000          203        3,846                                                  4,049

Net income for the year
 ended December 31, 2002                                                    91,227                                    91,227
                                -----------   ----------   ----------   ----------    ----------    ----------    ----------
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

Issuance of stock for
 compensation to employee           214,000          107        2,033                                                  2,140

Net income for the year
 ended December 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
                                ===========   ==========   ==========   ==========    ==========    ==========    ==========
</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, 2003 and 2002

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.

                                       F-7
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

Cash and Cash Equivalents

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

Advertising Costs

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

Income Taxes

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

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

Leases

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

Impact of New Accounting Standards

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

                                       F-8
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 1 - Summary of Significant Accounting Policies (continued)

Impact of New Accounting Standards (continued)

2001 for new acquisitions. SFAS No. 142 will be applied to previously acquired
intangibles in the first quarter of fiscal 2002. The adoption of SFAS No. 142
did not have a material effect on the Company's results of operations or
financial position.

Goodwill

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

Carrying Values of Long-Lived Assets

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

Intangible Assets

         The capitalized cost of intangible assets are amortized over their
expected period of benefit on a straight-line basis, generally 10 to 20 years
for franchise rights 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.

                                       F-9
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 1 - Summary of Significant Accounting Policies (continued)

Accounts and Notes Receivable (continued)

         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.

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.

Reclassifications

         Certain amounts in the 2002 financial statements were reclassified to
conform to the 2003 presentation.

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

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 2 - Accounts and Notes Receivable

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

                                                                    2003           2002
                                                                ------------   ------------
<S>                                                             <C>            <C>
         Trade receivables from franchisees                     $    630,910   $    469,969

         Installment loan maturing September 15,
          2006 bearing interest at 7.0% with
          monthly payments of $990                                    50,000         59,116
                                                                ------------   ------------

                                                                     680,910        529,085
         Less allowance for doubtful accounts                       (278,442)      (233,220)
                                                                ------------   ------------
                                                                     402,468        295,865
         Less current portion                                       (368,314)      (284,490)
                                                                ------------   ------------
         Non-current accounts and notes receivable              $     34,154   $     11,735
                                                                ============   ============
</TABLE>
<TABLE>
<CAPTION>

NOTE 3 - Property and Equipment

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

                                                                    2003           2002
                                                                ------------   ------------
<S>                                                             <C>            <C>
         Machinery and shop equipment                           $      5,300   $      5,300
         Signage                                                       5,623          5,623
         Furniture                                                    10,913          6,678
         Leasehold Improvements                                        4,720          4,720
                                                                ------------   ------------
                                                                      26,556         22,321
         Less accumulated depreciation                               (15,744)       (13,553)
                                                                ------------   ------------
         Property and equipment, net
          of accumulated depreciation                           $     10,812   $      8,768
                                                                ============   ============
</TABLE>

         Depreciation expense amounted to $2,189 and $2,270 for the years ended
December 31, 2003 and 2002, respectively.

                                      F-11
<PAGE>
<TABLE>
<CAPTION>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 4 - Intangible Assets

Intangible assets at December 31, consisted of the following:

                                                                    2003           2002
                                                                ------------   ------------
<S>                                                             <C>            <C>
         Trademarks                                             $     28,183   $     28,183
         Franchise & market area rights                              746,657        746,657
         Organizational costs                                         11,325         11,041
                                                                ------------   ------------
                                                                     786,165        785,881
         Less accumulated amortization                              (213,554)      (210,438)
                                                                ------------   ------------
         Intangible assets, net of
           accumulated amortization                             $    572,611   $    575,443
                                                                ============   ============
</TABLE>

         Amortization expense for the years ended December 31, 2003 and 2002
were $3,045 and $3,124, respectively.
<TABLE>
<CAPTION>

NOTE 5 - Notes Payable

Notes payable at December 31, consisted of the following:

                                                                    2003           2002
                                                                ------------   ------------
<S>                                                             <C>            <C>
         Bank loan bearing interest at 9.0%
           maturing March 2005                                  $     44,020   $     75,856

         Bank Term loan bearing interest at prime plus
           2.5% due October 2004                                      30,632         52,998

         Note payable bearing interest at 9.0%                            --         27,790
                                                                ------------   ------------
                                                                      74,652        156,644
         Less current portion                                        (57,183)       (81,986)
                                                                ------------   ------------
         Notes payable, net of current portion                  $     17,469   $     74,658
                                                                ============   ============
</TABLE>

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

                                  2004           $     57,183
                                  2005                 17,469
                                                 ------------
                                                 $     74,652
                                                 ============

                                      F-12
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

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, 2003, the outstanding balance was
approximately $31,000.

NOTE 6 - Income Taxes

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

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

                                                    2003           2002
                                                 ----------     ----------
         Current
            Federal                              $       --     $       --
            State                                     6,000          4,350
                                                 ----------     ----------
         Total current provision                      6,000          4,350

         Deferred
            Federal                                      --             --
                                                 ----------     ----------
            State                                        --             --
                                                 ----------     ----------
         Total deferred provision                        --             --
                                                 ----------     ----------

         Total income tax expense (benefit)      $    6,000     $    4,350
                                                 ==========     ==========

         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;

                                                    2003           2002
                                                 ----------     ----------
         Disallowed bad debt reserve             $   97,500     $   81,600
         Net operating loss carry forward           113,400        120,500
                                                 ----------     ----------
                                                    210,900        202,100
         Valuation allowance                       (210,900)      (202,100)
                                                 ----------     ----------
                                                 $       --     $       --
                                                 ==========     ==========


                                      F-13
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 6 - Income Taxes (continued)

         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 $324,000 will expire in
2021.

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:

                 2004                           $   730,178
                 2005                               727,995
                 2006                               640,452
                 2007                               509,553
                 2008                               500,711
                 2009 and thereafter              1,034,880
                                                -----------
                                                $ 4,143,769
                                                ===========

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 $90,000 during 2003. 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 and
2002, approximately $15,000 and $27,000, respectively, of the Company's cash on
deposit with banks were in excess of the FDIC insured limits. The Company has

                                      F-14
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 8 - Concentration of Credit Risk (continued)

accounts and notes receivable from franchisees amounting to $402,500 and
$295,900 in 2003 and 2002, respectively net of an allowance for doubtful
accounts of $278,500 and $233,200 in 2003 and 2002, 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

         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 rent expense paid to the law firm
amounted to $18,000 in 2003 and $24,000 in 2002. The law firm also acts as the
Company's general counsel and received $62,200 and $27,200 in legal fees in 2003
and 2002, respectively.

NOTE 10 - Stock Options

Tilden Associates, Inc. Incentive Plan

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

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

                                      F-15
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 10 - Stock Options (continued)

Tilden Associates, Inc. 1998 Stock Option Plan

         In May 1998, the Company adopted the Tilden Associates, Inc. 1998 Stock
Option Plan ("the 1998 Plan"). Under the terms of the 1998 Plan the Company has
reserved 1,500,000 shares subject to options. The Company may issue incentive
options for a term of no greater than ten years and non-incentive stock options
for a term of no greater than eleven years. The incentive stock options may be
issued with an exercise price of no less than 100% of the fair market value of
the stock at the time of the grant. However, in the case of employees holding
greater than 10% of the Company's common stock, the option price shall not be
less than 110% of the fair market value of the stock at the time of the grant
and the term of the option may not exceed five years. The non-incentive stock
options may be issued with an exercise price of no less than 50% of the fair
market value of the stock at the time of the grant. Additionally, options may be
granted to any eligible person for shares of common stock of any value provided
that the aggregate fair market value of the stock with respect to which
incentive stock options are exercisable for the first time during any calendar
year, shall not exceed $100,000. Additionally, the option price shall be paid in
full at the time of exercise in cash or, with the approval of the Board of
Directors, in shares of common stock. Further, if prior to the expiration of the
option the employee ceases to be employed by the Company, the options granted
will terminate 90 days after termination of the employee's employment with the
Company.

         During 1998, the Company granted non-incentive stock options to
purchase 368,300 shares of the Company's common stock under the 1998 Plan at
exercise prices ranging from $.25 and $3.00. During 1999, 32,500 options were
exercised at $.50 per share and 141,500 options expired. During 2000, the
Company granted options to purchase 415,000 shares at $.25 per share and 54,600
options expired. As of December 31, 2003, 554,700 were unexercised and remain
outstanding.

Tilden Associates, Inc. 2001 Stock Option Plan

         In December 2001, the Company adopted the Tilden Associates, Inc. 2001
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 the stock at the
time of the grant and the term of the option may not exceed five years. The non-

                                      F-16
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 10 - Stock Options (continued)

Tilden Associates, Inc. 2001 Stock Option Plan (continued)

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. 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, 2003, 885,000 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.

                                      F-17
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 10 - Stock Options (continued)

Tilden Associates, Inc. 2002 Stock Option Plan (continued)

         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, 2003, 885,000 options were unexercised and remain outstanding.

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 1,265,000 shares of the Company's common stock under the 2003 Plan at
an exercise price of $0.01. As of December 31, 2003, 1,265,000 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 2003 and
2002.

                                      F-18
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 11 - Consulting Agreements

         In May 1998 the Company entered into consulting agreements with three
brokerage firms to provide public relations and other promotional services over
a four-year period. In consideration for these services, the Company issued
750,000 non-restricted shares of its common stock. The fair value of these
services is being amortized over the term of the contracts, resulting in current
consulting expense of $18,179 for the year ended December 31, 2002. The
contracts expired in May of 2002.

         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 $3,037 for the year ended December 31, 2002. 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, 2003 and 2002, the Company sold
six and three new franchises, respectively. As of December 31, 2003 and 2002,
the Company had 51 and 54 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, 2003 and 2002,
was $10,823 and $12,607, respectively. Total income taxes paid during the years
ended December 31, 2003 and 2002, were $3,460 and $700 respectively.

         Non-cash transactions recorded during the years ended December 31, 2003
and 2002 consisted of: (1) the recording of a provision for bad debts of
$203,192 and $164,952 respectively, (2) the issuance of the Company's common
stock for services of $52,560 and $3,036, respectively and (3) the issuance of
the Company's common stock for employee compensation of $2,140 in 2003.

                                      F-19
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE 14 - Quarterly Results of Operations (Unaudited)

         Below is a summary of the quarterly results of operations for each
quarter of 2003 and 2002:

   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


   2002                             First       Second      Third       Fourth
                                 ---------    ---------   ---------   ---------
Revenues                         $ 199,751    $ 233,039   $ 275,837   $ 319,414
Gross profit                       137,522      147,436     184,944     214,741
Net income (loss)                    3,440       10,317      43,638      33,832
Basic and diluted income (loss)
 per common share                     0.00         0.00        0.00        0.00




                                      F-20
<PAGE>


                             GOLDSTEIN & GANZ, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                               98 CUTTERMILL ROAD
                           GREAT NECK, NEW YORK 11021
                             ----------------------
                                 (516) 487-0110
                            Facsimile (516) 487-2928


                                                Member of the American Institute
                                                of Certified Public Accountants,
                                                SEC Practice Section


                                                Member of The New York State
                                                Society of Certified Public
                                                Accountants

                           INDEPENDENT AUDITORS REPORT
                      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 2003 and 2002 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 22, 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 2002 and 2001 and,
in our opinion is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.


Great Neck, New York                       Goldstein & Ganz, CPA's, PC
April 5, 2004


                                      F-21
<PAGE>

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


                                         Year Ended December 31,
                                           2003           2002
                                       ------------   ------------
Salaries and wages                     $    116,126   $    102,040
Officer's salary                             91,032         81,107
Payroll and other taxes                      19,123         16,908

Bad debt expense                            170,693        164,952
Professional fees                           124,321         71,005
Consulting                                   61,660         30,729
Settlements                                  15,500             --

Rent                                         22,200         32,728
Office expense                                8,394         14,646
Telephone expense                             8,345          9,358

Travel and entertainment                     17,730          4,511
Training                                      9,278          8,000
Automobile expense                            8,599          6,052

Fees and licenses                            13,559          8,513
Amortization expense                          3,045          3,124
Depreciation expense                          2,189          2,270

Advertising                                   3,340          9,792
Insurance                                     2,163          1,859
Miscellaneous expense                         8,699          7,082
                                       ------------   ------------
                                       $    705,996   $    574,676
                                       ============   ============

                 See notes to consolidated financial statements.

                                      F-22
<PAGE>

                                   SIGNATURES

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


Date: April 14, 2004                   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,           April 14, 2004
    -------------------------   President, Chief Executive
    Robert Baskind              Officer (Principal Executive
                                and Financial Officer)

By: /s/ MARVIN E KRAMER         Director, Vice President         April 14, 2004
    -------------------------   Of Law & Finance
    Marvin E. Kramer



                                       39