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

                                   FORM 10KSB

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

                   For the Fiscal Year Ended December 31, 2002

                       Commission File Number: 0001027484

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

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


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

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

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

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

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

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

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

State issuer's revenues for its most recent fiscal year. - $1,028,041.

     The aggregate market value of the Common Stock held by non-affiliates of
the Registrant was approximately $914,931 based upon the $0.09 average bid price
of these shares on the NASDAQ Stock Market on April 7, 2003.

     As of March 31, 2003, there were 10,171,903 outstanding shares of Common
Stock, $.0005 par value per share.

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

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

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

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

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

     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
<PAGE>

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 2002, the
Company had fifty four (54) franchises.


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

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

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

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

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

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


ITEM 2.  DESCRIPTION OF PROPERTY

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

agreement. The sublease agreement is on a month to month basis. In addition, the
Company leases real estate in the Continental United States and sub leases these
locations to its franchises. As of December 31, 2002, the Company leased to its
franchises a total of eight (8) 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 2002 and
2001. The quotations shown below reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

         2002                                                HIGH         LOW
         ----                                                ----         ---
FIRST QUARTER
Common Stock ...............................                $ .01       $ .01

SECOND QUARTER
Common Stock ...............................                $ .01       $ .01

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

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

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

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

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

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

<PAGE>

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

     As of March 31, 2003, there were 69 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            2,909,400                 $0.08                  10,001,700
plans not approved
by security holders
</TABLE>


Recent Sales of Unregistered Securities

     Options to purchase 1,345,000 shares of the Company's common stock were
issued during the fourth quarter of year 2002.


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 2002 Compared to Fiscal 2001
-------------------------------------------------------------------------------

            Revenue decreased to $1,028,000 in the year 2002 from $1,183,700 in
the year 2001, representing a 13% decrease. The decrease in revenue during the
year was predominately attributed to the decrease in company store revenue as a
result of the sale of the company store operation in 2001 offset by a 92%
increase in rental income received from sub-leased locations and a 18% increase
in initial franchise fees earned.

<PAGE>

            Operating costs decreased to $343,400 in 2002 from $571,000 in 2001,
a 40% decrease. The decrease was primarily attributable to 1) reduction of costs
due to the sale of the company owned store during the fourth quarter 2001 and 2)
a 15% decrease in advertising costs as a result of the reduction in franchisees
who participated in the co-operative advertising program in 2002. These
decreases were offset by increases in rent paid on franchisee locations and
brokers fees paid on initial franchises sold in 2002.


            Selling, general and administrative expenses decreased to $574,700
in the year 2002 from $671,000 in the year 2001, a 14% decrease. This decrease
is primarily due to decreases in bad debt expense of $63,200, amortization
expense of $81,000, and real estate taxes of $17,700 offset by an increase in
professional fees of $16,100 and salaries of $24,000. The decrease in overall
bad debt expense was the result of significant write-offs of two notes
receivable in 2001 not requiring reserve in 2002 partially offset by an increase
in accounts receivable requiring a reserve in 2002. The decrease in amortization
was attributable to the Company's adoption of the provisions of SFAS No. 142
"Goodwill and Other Intangible Assets" which requires that goodwill be tested
for impairment, and written-off when impaired, rather than being amortized as
previous standards required. The decrease in real estate taxes was a result of
the sale of a building in the fourth quarter of 2001. The increase in
professional fees was primarily attributable to an increase in accrued legal and
auditing fees during the year of 2002.





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

     Working capital at December 31, 2002 was $404,000, compared to working
capital of $302,600 at December 31, 2001. The ratio of current assets to current
liabilities was 3.26:1 at December 31, 2002 and 2.13:1 at December 31, 2001.
Cash flow provided by operations for the year 2002 was $94,700, compared to cash
flow provided by operations for the year 2001 of $1,700.

     Accounts and notes receivable decreased to $295,900 at December 31, 2002
from $355,700 at December 31, 2001.

     Accounts payable and accrued expenses decreased to $79,700 at December 31,
2002 from $104,500 at December 31, 2001.

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

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

<PAGE>

     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 $404,000 in working capital. The Company
believes that its working capital and cash generated by operations will be
sufficient for at least the next twelve (12) months of operations.

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

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
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

<PAGE>

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, 2002.




ITEM 7.  FINANCIAL STATEMENTS

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

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

     NONE

                                    PART III

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

     The Company's Certificate of Incorporation provides for no less than three
(3) Directors. Each Director shall hold office until the next annual meeting of
shareholders and until his successor has been elected and qualified. At the
present time there are a total of 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             61       Chairman of the Board,            1996
                                    President, Chief Executive
                                    Officer

Marvin Kramer              69       Senior Vice-President of Law      1996
                                    and Finance, Director

Arthur Singer              35       Director                          1996

Joseph Montefusco          68       Director                          1996

Thomas Montefusco          41       Director                          1996


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

<PAGE>

1992, Mr. Baskind was employed with Trading Places, Inc., a franchise sales
organization and business broker. Mr. Baskind has many years of experience as a
franchiser and business Broker specializing in business automotive services and
was entrepreneurially involved in many of these entities.

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

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

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

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


         Section 16(a) Beneficial Ownership Reporting Compliance

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

<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, 2002 through December 31, 2002, 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 2002, 2001 and 2000. No other executive officers received
salary in excess of $100,000 in any such year.


                           SUMMARY COMPENSATION TABLE

                    YEAR    YEAR        COMPENSATION            OPTIONS GRANTED

    ROBERT BASKIND  2002    2002                                    600,000
                    2001    2001          $67,758                   500,000
                    2000                  $75,048                        --


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

                                                   Securities      Value of
                                                   Underlying     Unexercised
                                                   Unexercised    In-the-Money
                              Shares               Options at     Options at
                             Acquired              Year-end (#)   Year-end ($)
                                On         Value   Exercisable/   Exercisable/
Name and Principal Position  Exercise    Realized  Unexercisable  Unexercisable
---------------------------  --------    --------  -------------  -------------
Robert Baskind,
Chairman of the Board,
Chief Executive Officer
& President                      0             $0      1,100,000/0        $0/$0

Joseph Montefusco,
Director                         0             $0        125,000/0        $0/$0

Arthur Singer,
Director                         0             $0        300,000/0        $0/$0

Marvin Kramer,
Director                         0             $0        300,000/0        $0/$0

Thomas Montefusco,
Director                         0             $0         35,000/0        $0/$0


                                   Option/SAR Grants in Last Fiscal Year

                                             Individual Grants
                            ----------------------------------------------------
                               Number of securities     Percent of total options
                            underlying options granted    granted to employees
                            --------------------------  ------------------------
          Robert Baskind              600,000                      55%

<PAGE>

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
the terms of the contract. As of December 31, 2002, the Company was liable for
unpaid salary of approximately $42,000. It has been specifically agreed when and
if the Company shall have sufficient earnings and cash flow, in the opinion of
management, deferred amounts shall be paid. All unpaid salary was accrued and
included in accrued expenses on the balance sheet at December 31, 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, is a six (6) year agreement beginning 2000.

     STOCK OPTION PLANS

Tilden Associates, Inc. 1997 Incentive Plan

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

     As of December 31, 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

<PAGE>

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, 2002, 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, 2002, all 1,010,000 were unexercised
and remain outstanding.

The Company applies APB Opinion 25 in accounting for its stock option plans.
Accordingly, compensation costs are recognized as the difference between the
exercise price for each option and the market price of the Company's stock at
the date of grant. No compensation costs were charged to income in 2002 and
2001.

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

<PAGE>

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

     During 2002, the Company granted non-incentive stock options to purchase
1,345,000 shares of the Company's common stock under the 2001 Plan at an
exercise price of $0.01. As of December 31, 2002, all 1,345,000 were unexercised
and remain outstanding.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of December 31, 2002: (i) the name and
address of each person who owns of record or who is known by the Board of
Directors to be beneficial owner of more than five percent (5%) of the Company's
outstanding common stock, (ii) each of the Company's Directors, and (iii) all of
the Company's Executive Officers and Directors as a group.


NAME AND                           BENEFICIAL                PERCENT OF COMMON
ADDRESS                            OWNERSHIP                 STOCK OUTSTANDING

Robert Baskind                      5,065,600 (1)                  42.5%
1325 Franklin Ave.
Suite 165
Garden City, NY 11530

Arthur Singer                         576,100 (2)                   5.6%
1325 Franklin Ave.
Suite 165
Garden City, NY  11530

Joseph Montefusco                   1,395,800 (3)                  13.5%
800 New York Ave.
Huntington, NY 11743

Marvin Kramer                       1,465,800 (4)                  14.0%
1325 Franklin Ave.
Suite 165
Garden City, NY  11530

<PAGE>

NAME AND                           BENEFICIAL                PERCENT OF COMMON
ADDRESS                            OWNERSHIP                 STOCK OUTSTANDING

Thomas Montefusco                   1.395,800 (5)                   13.5%
800 New York Ave.
Huntington, NY  11743


Officers and Directors as a
 group (5 Persons)                  8,503,300                       68.0%


     (1)  Ownership includes 500,000 options imputed to him from his son Jason
          Baskind, 24,000 options from his son Scott Baskind and 10,000 options
          From his brother Howard Baskind. Ownership includes 1,734,000 options.
     (2)  Ownership includes 125,000 options.
     (3)  Ownership includes 60,000 shares and 35,000 options imputed from his
          son Thomas Montefusco, who is identified separately as a director.
          Ownership includes 135,000 options.
     (4)  Ownership includes 300,000 options.
     (5)  Ownership includes 1,168,800 shares and 65,000 options imputed from
          his father Joseph Montefusco, who is identified separately as a
          director. Ownership includes 35,000 options.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Tilden Huntington, Inc. an entity in which one of the principals is Joseph
Montefusco, had a Consulting Agreement with the Registrant through January 2001.
The consulting services related to operations supervision of Tilden's existing
franchises and associated management input. For the year 2002 consulting fees
amounted to approximately $5,000.

     Marvin E. Kramer & Associates, P.C. is the principal tenant of Suite 165 at
premises 1325 Franklin Avenue, Garden City, New York 11530. The Registrant
subleases the space used as the corporate offices within said suite from said
Professional Corporation on a month-to-month basis at a monthly rent of $3,000
through May 2001 and $2,000 per month thereafter. For the year 2002 total rent
paid amounted to $24,000.

     Marvin E. Kramer & Associates, P.C. renders legal services and general
counsel services on behalf of the Registrant and is the attorney of record on
all corporate matters that have jurisdiction within the State of New York as
well as in other related matters, including supervision of out of state
litigation. The fees charged by Marvin E. Kramer and Associates, P.C. are based
on hourly services rendered. During the year 2002 fees totaling $30,700 were
paid.

<PAGE>

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 (2)

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

99.1        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.

<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

                              FINANCIAL STATEMENTS
                          AND SUPPLEMENTAL INFORMATION

                           DECEMBER 31, 2002 AND 2001

                                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-21


SUPPLEMENTAL INFORMATION :

         Independent Auditors' Report on Supplemental                      F-22
         Information

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


                                      F-1

<PAGE>
<TABLE>
<CAPTION>

                             GOLDSTEIN & GANZ, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
<S>                                                                <C>
                                                                   Member of the American Institute
                               98 CUTTERMILL ROAD                  of Certified Public Accountants,
                                                                   SEC Practice Section
                           GREAT NECK, NEW YORK 11021
                                                                   Member of The New York State
                                  ------------                     Society of Certified Public
                                                                   Accountants
                                 (516) 487-0110
</TABLE>

                            Facsimile (516) 487-2928

                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets of Tilden
Associates, Inc. and subsidiaries as of December 31, 2002 and 2001, 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, 2002 and 2001, 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
March 14, 2003

                                      F-2
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>
                                                                                December 31,
                                                                         -------------------------
                                                                             2002           2001
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
Cash and cash equivalents                                                $   269,347    $   229,601
Accounts and notes receivable - net of allowance for doubtful accounts       284,490        300,976
Prepaid expenses and other current assets                                     29,088         40,294
                                                                         -----------    -----------
     Total current assets                                                    582,925        570,871

Property and equipment, net of accumulated depreciation
      of $13,553 and $11,282, respectively                                     8,768         11,039
                                                                         -----------    -----------

Intangible assets, net                                                       575,443        582,173
Security deposits                                                             45,027         56,747
Accounts and notes receivable, net of current portion                         11,375         54,762
                                                                         -----------    -----------
     Total other assets                                                      631,845        693,682
                                                                         -----------    -----------

     Total assets                                                        $ 1,223,538    $ 1,275,592
                                                                         ===========    ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES
Accounts payable and accrued expenses                                    $    79,735    $   104,514
Deposits on franchise acquisitions                                             1,000         76,000
Income taxes payable                                                          16,150         12,500
Notes payable, current portion                                                81,986         73,224
Deferred income                                                                   --          2,000
                                                                         -----------    -----------
     Total current liabilities                                               178,871        268,238

Notes payable, net of current portion                                         74,658        138,352
Income taxes payable - deferred                                                   --             --
Security deposits                                                             48,950         43,219
                                                                         -----------    -----------
     Total liabilities                                                       302,479        449,809
                                                                         -----------    -----------

STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
     9,955,903 shares issued and oustanding                                    4,978          4,775
Additional paid-in capital                                                 1,586,001      1,582,155
Retained earnings (accumulated deficit)                                     (649,920)      (741,147)
                                                                         -----------    -----------
                                                                             941,059        845,783
Less: treasury stock - 40,000 shares, stated at cost                         (20,000)       (20,000)
                                                                         -----------    -----------
     Total stockholders' equity                                              921,059        825,783
                                                                         -----------    -----------

     Total liabilities and stockholders' equity                          $ 1,223,538    $ 1,275,592
                                                                         ===========    ===========
</TABLE>


                See notes to consolidated financial statements.

                                      F-3

<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                                         --------------------------
                                                             2002           2001
                                                         -----------    -----------
<S>                                                      <C>            <C>
REVENUES
Royalty fees                                             $   547,000    $   507,591
Sales from operation of company stores                            --        313,847
Initial franchise acquisition fees                           167,500        141,779
Sale of equipment purchased for resale, net of refunds        16,294         13,548
Advertising income                                            24,685         45,813
Miscellaneous income                                          22,031         30,340
Rental income                                                250,531        130,760
                                                         -----------    -----------
     Total revenues                                        1,028,041      1,183,678
                                                         -----------    -----------

COST OF OPERATIONS
Brokers Fees                                                  51,806         10,000
Costs of operation of company stores                              --        388,380
Franchise development fees                                    26,583         24,615
Purchase of equipment for resale                              12,008          7,309
Advertising costs - cooperative                               24,901         39,690
Rent from realty corporations                                228,100        100,929
                                                         -----------    -----------
     Total cost of operations                                343,398        570,923
                                                         -----------    -----------

Gross profit                                                 684,643        612,755
Selling, general and administrative expenses                 574,676        670,992
                                                         -----------    -----------

Income (loss) from operations before other income and
     expenses and provision for income taxes                 109,967        (58,237)
                                                         -----------    -----------

OTHER INCOME (EXPENSES)
Interest income                                                4,532          2,356
Interest expense                                             (15,316)       (38,732)
Gain on sale of assets                                            --         20,148
Loss on abandoned franchise                                   (3,606)            --
                                                         -----------    -----------
     Total other income (expenses)                           (14,390)       (16,228)
                                                         -----------    -----------

Income (loss) before provision for income taxes               95,577        (74,465)
Provision for income taxes                                     4,350        (28,925)
                                                         -----------    -----------
Net income (loss)                                        $    91,227    $   (45,540)
                                                         ===========    ===========

Per Share Data
--------------
Basic earnings (loss) per share                          $      0.01    $     (0.01)
                                                         ===========    ===========
Diluted earnings (loss) per share                        $      0.01    $        --
                                                         ===========    ===========

Weighted average shares outstanding                        9,799,396      9,550,903
                                                         ===========    ===========
</TABLE>

                 See notes to consolidated financial statements

                                       F-4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                               --------------------------
                                                                   2002           2001
                                                               -----------    -----------
<S>                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                              $    91,227    $   (45,540)
Adjustments to reconcile net income to net cash
provided by operating activities:

     Provision for bad debts                                       164,952        228,182
     Depreciation and amortization expense                           5,395         91,759
     Stock issued for services rendered                              3,036             --
     (Gain) loss on sale or abandonment of assets                    3,606        (20,149)
     Amortization of deferred income                                (2,000)       (11,733)
     Depreciation and amortization from Company owned stores            --          4,265
     Cancellation of debt                                               --        (22,275)
     Provision for deferred taxes                                       --        (33,925)
     Prior years' salaries waived by employees                          --       (115,790)
Changes in operating assets and liabilities
     Accounts and notes receivable                                (105,079)      (136,422)
     Prepaid expenses and other current assets                      12,219         26,889
     Purchases of inventory                                             --         (7,525)
     Security deposit receivable                                    11,720          8,475
     Accounts payable and accrued expenses                         (24,779)        12,741
     Deposit on franchise acquisitions                             (75,000)        21,000
     Deferred income                                                    --          2,000
     Income taxes payable                                            3,650          5,000
     Security deposits payable                                       5,731         (5,250)
                                                               -----------    -----------
Net cash provided by (used for) operating activities                94,678          1,702
                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from the sale of assets                                   --        399,500
                                                               -----------    -----------
Net cash provided by (used for) investing activities                    --        399,500
                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayments of notes payable                                   (54,932)      (273,331)
                                                               -----------    -----------
Net cash provided by (used for) financing activities               (54,932)      (273,331)
                                                               -----------    -----------

Net increase (decrease) in cash and cash equivalents                39,746        127,871
Cash and cash equivalents - beginning                              229,601        101,730
                                                               -----------    -----------
Cash and cash equivalents - ending                             $   269,347    $   229,601
                                                               ===========    ===========
</TABLE>

                See notes to consolidated financial statements.

                                      F-5

<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>

                                      Common stock         Additional                     Treasury stock
                                 -----------------------    Paid In    Accumulated    ------------------------   Stockholders'
                                   Shares       Amount      Capital      Deficit        Shares        Amount        Equity
                                 ----------   ----------   ----------   ----------    ----------    ----------    ----------
<S>                               <C>         <C>          <C>          <C>              <C>        <C>           <C>
Balance, December 31, 2000        9,550,903   $    4,775   $1,582,155   $ (695,607)      (40,000)   $  (20,000)   $  871,323

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

                                 ----------   ----------   ----------   ----------    ----------    ----------    ----------
Balance, December 31, 2001        9,550,903        4,775    1,582,155     (741,147)      (40,000)      (20,000)      825,783
                                 ----------   ----------   ----------   ----------    ----------    ----------    ----------

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

Net income (loss) for the year
    ended Decemeber 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
                                 ==========   ==========   ==========   ==========    ==========    ==========    ==========
</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, 2002 and 2001


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, 2002 and 2001


NOTE 1 - Summary of Significant Accounting Policies (continued)

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

                                       F-8
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 1 - Summary of Significant Accounting Policies (continued)

Impact of New Accounting Standards

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

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".

                                       F-9
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 1 - Summary of Significant Accounting Policies (continued)

Accounts and Notes Receivable

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

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

Property and Equipment

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

Earnings Per Share

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

Reclassifications

         Certain amounts in the 2001 financial statements were reclassified to
conform to the 2002 presentation.

                                      F-10
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 1 - Summary of Significant Accounting Policies (continued)

Business Segment Information

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

NOTE 2 - Accounts and Notes Receivable

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

                                                         2002           2001
                                                     -----------    -----------
         Trade receivables from franchisees          $   469,969    $   377,524

         Installment loans due between December 31,
         2001 and August 1, 2008 with varying
         interest rates between 8.0% and 10.0%            59,116         98,305
                                                     -----------    -----------

                                                         529,085        475,829
         Less allowance for doubtful accounts           (233,220)      (120,091)
                                                     -----------    -----------
                                                         295,865        355,738
         Less current portion                           (284,490)      (300,976)
                                                     -----------    -----------
         Non-current accounts and notes receivable   $    11,735    $    54,762
                                                     ===========    ===========

                                      F-11
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 3 - Property and Equipment

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

                                                   2002          2001
                                                ----------    ----------
         Building                               $       --    $       --
         Machinery and shop equipment                5,300         5,300
         Signage                                     5,623         5,623
         Furniture                                   6,678         6,678
         Leasehold Improvements                      4,720         4,720
                                                ----------    ----------
                                                    22,321        22,321
         Less accumulated depreciation             (13,553)      (11,282)
                                                ----------    ----------
         Property and equipment, net
            of accumulated depreciation         $    8,768    $   11,039
                                                ==========    ==========


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

         Depreciation expense amounted to $2,270 and $7,664 for the years ended
December 31, 2002 and 2001, respectively.

NOTE 4 - Intangible Assets

Intangible assets at December 31 consisted of the following:

                                                    2002          2001
                                                 ----------    ----------

         Trademarks                              $   28,183    $   28,183
         Franchise & market area rights             765,968       770,723
         Organizational costs                        11,041        11,041
                                                 ----------    ----------
                                                    805,192       809,947
         Less accumulated amortization             (229,749)     (227,774)
                                                 ----------    ----------
         Intangible assets, net of
            accumulated amortization             $  575,443    $  582,173
                                                 ==========    ==========

                                      F-12
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 4 - Intangible Assets (continued)

         In connection with the sale of the assets of a Company owned store in
2001 (see Note 12), the Company recorded a reduction in goodwill and the
corresponding accumulated amortization in the amount of $54,000 and $3,600,
respectively.

         Amortization expense for the years ended December 31, 2002 and 2001
were $3,124 and $84,095, respectively.

NOTE 5 - Notes Payable

Notes payable at December 31 consisted of the following:

                                                       2002          2001
                                                    ----------    ----------
         Bank loan bearing interest at 9.0%
         maturing March 2005                            75,856       104,950

         Term loan bearing interest at prime plus
         2.5% due October 2004                          52,998        82,211

         Note payable bearing interest at 9.0%          27,790        24,415
                                                    ----------    ----------
                                                       156,644       211,576
         Less current portion                          (81,986)      (73,224)
                                                    ----------    ----------
         Notes payable, net of current portion      $   74,658    $  138,352
                                                    ==========    ==========

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

                           2003            $   81,986
                           2004                64,632
                           2005                10,026
                                           ----------
                                           $  156,644
                                           ==========

     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, 2002, the outstanding balance was
approximately $53,000.

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

                                      F-13
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


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;

                                                           2002         2001
                                                        ----------   ----------
        Current
           Federal                                      $       --   $       --
           State                                             4,350        5,000
                                                        ----------   ----------
        Total current provision                              4,350        5,000
                                                        ----------   ----------

        Deferred
           Federal                                              --      (33,925)
           State                                                --           --
                                                        ----------   ----------
        Total deferred provision                                --      (33,925)
                                                        ----------   ----------

        Total income tax expense (benefit)              $    4,350   $  (28,925)
                                                        ==========   ==========


         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;

                                                   2002          2001
                                                ----------    ----------

         Disallowed bad debt reserve            $   81,600    $   42,000
         Net operating loss carry forward          180,900       141,600
                                                ----------    ----------
                                                   262,500       183,600
         Valuation allowance                      (262,500)     (183,600)
                                                ----------    ----------
                                                $       --    $       --
                                                ==========    ==========

         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 $223,200 will expire in
2020.

                                      F-14
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


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:

                       2003                      $  689,993
                       2004                         688,792
                       2005                         684,805
                       2006                         600,551
                       2007                         467,838
                       2008 and thereafter        2,485,196
                                                 ----------
                                                 $5,617,175
                                                 ==========

Consulting Agreement

         During the year ended December 31, 2002, the Company entered into a
consulting agreement that stipulates that a fee of $1,500 becomes due, for each
month the consultant is engaged, at the time the consultant successfully
performs in obtaining certain financing for the Company. Accordingly, the
Company will expense the entire amount upon the successful performance by the
consultant. The total contingent liability for this obligation at December 31,
2002 was $12,000.

Employment Agreements

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

                                      F-15
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


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, 2002 and
2001, approximately $27,000 and $50,300, respectively, of the Company's cash on
deposit with banks were in excess of the FDIC insured limits. The Company has
accounts and notes receivable from franchisees amounting to $295,900 and
$355,700 in 2002 and 2001, respectively, net of an allowance for doubtful
accounts of $233,200 and $120,100 in 2002 and 2001, 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 rents office space on a month-to-month basis from a law
firm, of which a principal of the law firm is a shareholder and director of the
Company. Total rent expense paid to the law firm amounted to $24,000 in 2002 and
$29,000 in 2001. The law firm also acts as the Company's general counsel and
received $27,200 and $13,750 in legal fees in 2002 and 2001, respectively.

Consulting Agreement

         During the year ending December 31, 2001, the Company terminated a
consulting arrangement with a corporation owned by one its directors. Under the
terms of the arrangement, which went into effect on January 1, 2000, the
director's corporation provided training and continuing education for new
franchisees. There were no consulting fees paid in 2002. Consulting fees paid in
2001 amounted to $5,000.

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

                                      F-16
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 10 - Stock Options (continued)

Tilden Associates, Inc. Incentive Plan (continued)

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.

Tilden Associates, Inc. 1998 Stock Option Plan

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

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

                                      F-17

<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 10 - Stock Options (continued)

Tilden Associates, Inc. 2001 Stock Option Plan

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

         During 2001, the Company granted non-incentive stock options to
purchase 1,010,000 shares of the Company's common stock under the 2001 Plan at
an exercise price of $0.02. As of December 31, 2002, 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

                                      F-18
<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 10 - Stock Options (continued)

the stock with respect to which incentive stock options are exercisable for the
first time during any calendar year, shall not exceed $100,000. Additionally,
the option price shall be paid in full at the time of exercise in cash or, with
the approval of the Board of Directors, in shares of common stock. Further, if
prior to the expiration of the option the employee ceases to be employed by the
Company, the options granted will terminate 90 days after termination of the
employee's employment with the Company.

         During 2002, the Company granted non-incentive stock options to
purchase 1,345,000 shares of the Company's common stock under the 2002 Plan at
an exercise price of $0.01. As of December 31, 2002, all 1,345,000 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 2002 and
2001.

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 and $46,875 for the years ended December 31, 2002
and 2001, respectively. 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 (see NOTE 7 - Commitments and Contingencies).

                                      F-19

<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 12 - Franchises and Market Area Activities

Franchises

         During the years ending December 31, 2002 and 2001, the Company sold
three and five new franchises, respectively. As of December 31, 2002 and 2001,
the Company had 54 and 60 active franchised locations. Throughout each year
several franchises are returned to the Company's control either through
foreclosures or abandonment.

Market Areas

         During the years ending December 31, 2002 and 2001, the Company did not
sell the rights to any new market areas.

         During 2000, the Company re-purchased certain market area development
rights for $225,705. The terms of the acquisitions provided for cash payments,
which were financed through the use of the Company's credit line (see Note 5).
These acquisitions gave the Company the right to recognize 100% of the revenue
generated by the 18 existing franchises within the market areas acquired.

Company Owned Locations

         During October 2001, the Company sold a company owned store for
$337,500 (see Note 3). The Company recorded losses on operation of company owned
stores of $74,500 for the year ended December 31, 2001. As part of the sale, the
Company included shop equipment, inventory, accounts receivables and other
assets carried at $62,000 resulting in a loss of $19,646. The Company did not
operate a company owned store during the year ended December 31, 2002.

NOTE 13 - Supplemental Cash Flow information

         Total interest paid during the years ended December 31, 2002 and 2001,
was $12,607 and $35,945, respectively.

         Total income taxes paid during the years ended December 31, 2002 and
2001, were $ 700 and $1,400, respectively.

         Non-cash transactions recorded during the years ended December 31, 2002
and 2001 consisted of: (1) the recording of a provision for bad debts of
$164,952 and $228,182, respectively, (2) accrued salaries of $115,790 were
waived by certain employees in 2001, (3) reduction of

                                      F-20

<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001


NOTE 13 - Supplemental Cash Flow information (continued)

deferred taxes of $33,925 in 2001, (4) the issuance of the Company's common
stock in 2002 for services valued at $3,037 and (5) the recording of a loss in
intangible assets in connection with an abandoned franchise.

NOTE 14 - Quarterly results of Operations (Unaudited)

         Below is a summary of the quarterly results of operations for each
quarter of 2002 and 2001:

<TABLE>
<CAPTION>

     2002                               First         Second        Third        Fourth
<S>                                    <C>           <C>           <C>          <C>
     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

     2001                               First         Second        Third        Fourth
     Revenues                          $286,075      $405,746      $216,110     $253,472
     Gross profit                       112,305       209,690        87,305      181,180
     Net income (loss)                 (200,971)       32,545       (60,181)     183,067
     Basic and diluted income
     (loss) per common share              (0.02)         0.00         (0.01)        0.02
</TABLE>


NOTE 15 - Subsequent Events

         In February 2003, the Company filed a Registration Statement on Form
S-8 to register 400,000 shares of the Company's common stock for issuance
pursuant to various agreements between the Company and the holders of the
shares. Of the shares registered, 394,000 had been issued during 2002 and 6,000
were issued during 2003.

         On January 9, 2003, the Company entered into a consulting agreement for
a term of one year for general advisory services regarding investor relations,
corporate profiling, and public relations. As consideration for these services
the Company issued 250,000 shares of common stock and options to purchase
300,000 shares of the Company's common stock over the term of the agreement at
prices varying between $.20 and $.75 per share.

                                      F-21

<PAGE>

<TABLE>
<CAPTION>

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


                           INDEPENDENT AUDITORS REPORT
                      ON SUPPLEMENTAL FINANCIAL INFORMATION


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

Our report on the audits of the basic consolidated financial statements of
Tilden Associates, Inc. and subsidiaries for the years 2002 and 2001 appears on
page 2. These audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole.

The supplementary information presented in the schedule of selling, general and
administrative expenses that appears on page 23, is presented for the purposes
of additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements for 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
March 14, 2003

<PAGE>

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


                                                        Year Ended December 31,
                                                       -------------------------
                                                          2002           2001
                                                       ----------     ----------

Salaries and wages                                     $  102,040     $   78,052
Officer's salary                                           81,107             --
Payroll and other taxes                                    16,908         18,583

Bad debt expense                                          164,952        228,182
Professional fees                                          71,005         54,949
Consulting                                                 30,729         60,129

Rent                                                       32,728         40,312
Office expense                                             14,646          8,957
Telephone expense                                           9,358         13,467
Real estate taxes                                              --         17,664

Advertising                                                 9,792         11,574
Training                                                    8,000             --
Travel and entertainment                                    4,511          8,271
Automobile expense                                          6,052          8,315

Fees and licenses                                           8,513         19,362
Amortization expense                                        3,124         84,095
Depreciation expense                                        2,270          7,664
Insurance                                                   1,859          1,453
Miscellaneous expense                                       7,082          9,963
                                                       ----------     ----------

                                                       $  574,676     $  670,992
                                                       ==========     ==========

                 See notes to consolidated financial statements.

                                      F-23

<PAGE>

Item 14  CONTROLS AND PROCEDURES

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


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

<PAGE>

                                   SIGNATURES

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


Date: April 15, 2003                            TILDEN ASSOCIATES, INC.


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


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


Signatures                             Titles                       Date


By: /s/ ROBERT BASKIND          Chairman of the Board,
    -------------------------   President, Chief Executive
    Robert Baskind              Officer (Principal Executive
                                and Financial Officer)          April 15, 2003


By: /s/ MARVIN E KRAMER         Director, Vice President
    -------------------------   Of Law & Finance                April 15, 2003
    Marvin E. Kramer


By: /s/ THOMAS MONTEFUSCO       Director                        April 15, 2003
    -------------------------
    Thomas Montefusco


By: /s/ JOSEPH MONTEFUSCO       Director, Vice President
    -------------------------   Operations                      April 15, 2003
    Joseph Montefusco

<PAGE>

CERTIFICATIONS I, Robert Baskind, certify that:
1. I have reviewed this quarterly report on Form 10-KSB of Tilden Associates,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
            a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
            b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
            c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
            a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
            b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

April 15, 2003
                                           /s/ ROBERT BASKIND
                                           -------------------------------------
                                           Robert Baskind
                                           Chairman, Chief Executive Officer,
                                           President and Chief Financial Officer

<PAGE>

CERTIFICATIONS
I, Marvin E. Kramer, certify that:
1. I have reviewed this quarterly report on Form 10-KSB of Tilden Associates,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
            a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
            b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
            c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
            a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
            b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

April 15, 2003
                                            /s/ MARVIN E. KRAMER
                                            ---------------------------------
                                            Marvin E. Kramer
                                            Vice-President of Law and Finance