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

                                   FORM 10-KSB

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2006

                       Commission File Number: 0001027484

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

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


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


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


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


      Securities registered pursuant to Section 12(g) of the Exchange Act:
                              Title of Each Class:
                    Common Stock (par value $.0005 per share)

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

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

The issuer's revenues for its most recent fiscal year was $2,117,520.

The aggregate market value of the Common Stock held by non-affiliates of the
Registrant was approximately $685,554 based upon the $0.06 average bid price of
these shares on the NASDAQ Over the Counter Bulletin Board on April 10, 2007.

As of April 10, 2007, there were 11,425,903 outstanding shares of Common Stock,
$.0005 par value per share.

<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         Tilden Associates, Inc. (the "Company") is a Delaware Corporation. Its
principal business is to sell automotive franchises and to administer and
support full service automotive repair centers carrying its trademarks. The
Company's operations are based at 300 Hempstead Turnpike, West Hempstead, New
York 11552. As of December 31, 2006, the Company has five employees.

         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.

         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. Three (3) of those litigations remain ongoing. One
of the litigations was resolved early on, which ultimately resulted in the
closure of a franchise.

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

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

         By the end of 2006, the Company had forty nine (49) franchises
operating under its name, including: the seven (7) from S.G. Tilden
Incorporated, from which the Company received no royalties, seven (7) franchises
in good standing acquired from Brake World now being operated under Tilden Brake
World, Inc., four (4) franchises acquired from America Brake service, Inc., now
being operated under Tilden ABS, Inc., three (4) company-owned stores that were
sold to franchisees, and twenty-eight (27) additional new franchisees, making a
total of forty-nine 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. As of December 31, 2006,
the Company had five (5) active market area developers who have purchased
exclusive rights to open new franchises within their regions.

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

         In addition, the Company owns a number of realty corporations, which
corporations are obligated on leases for one or more of the Company's franchise
locations and which record rental income and rent expense in accordance with
lease and sublease agreements on which they are bound.

                                       2

<PAGE>

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

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

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

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

ITEM 2.  DESCRIPTION OF PROPERTY

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

         In addition, the Company leases real estate in the Continental United
States and sub leases these locations to its franchises. As of December 31,
2006, the Company leased to its franchises and other tenants a total of eleven
(11) sites.

ITEM 3.  LEGAL PROCEEDINGS

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

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

         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") Over the Counter
Bulletin Board, 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 2006 and 2005. The quotations shown below reflect inter-dealer
prices, without retail mark-up, markdown or commission and may not represent
actual transactions.

                    2006                         HIGH            LOW
    -------------------------------------       -----           -----
    FIRST QUARTER                               $ .18           $ .08
    Common Stock

    SECOND QUARTER
    Common Stock                                $ .12           $ .06

    THIRD QUARTER
    Common Stock                                $ .15           $ .06

    FOURTH QUARTER
    Common Stock                                $ .13           $ .08

                                       3
<PAGE>

                    2005                         HIGH            LOW
    -------------------------------------       -----           -----
    FIRST QUARTER                               $ .12           $ .07
    Common Stock

    SECOND QUARTER
    Common Stock                                $ .11           $ .07

    THIRD QUARTER
    Common Stock                                $ .08           $ .04

    FOURTH QUARTER
    Common Stock                                $ .07           $ .04

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

         As of April 10, 2007, there were approximately 70 shareholders of
record of the Company's common stock, excluding shares held in street name.


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

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

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

Fiscal 2006 Compared to Fiscal 2005
-------------------------------------------------------------------------------

         Revenue increased to $2,117,520 in the year 2006 from $1,368,571 in the
year 2005, representing a 55% increase. The increase in revenue during the year
was primarily attributed to rental income, market area sales, initial franchise
acquisition fees, sales from operation of company owned stores and sales of
equipment purchased for resale of $234,075, $225,000, $153,716, $103,825 and
$101,458, respectively. These increases were primarily offset by a decrease in
sales of company owned locations of $123,000. The increase in rental revenue was
primarily attributable to the increase in new franchises obligated to the
Company under sub-lease agreements to ten in 2006 from seven in 2005. The
increase in market area sales was a result of the sale of five new market areas
in 2006, compared to none during 2005. The increase in initial franchise
acquisition fees is attributable to the sale of twelve new franchises in 2006
compared to six, in 2005. The increase in sales from operation of company owned
stores was primarily attributable to the Company's commitment to operate its
Texas store as a fully operational location for a five month period in 2006
until sold in 2007. The increase in equipment purchased for resale was a result
of an increase in sales to new franchisees in 2006 as compared to 2005. The
decrease in sales of company owned locations in 2006 was a result of the
decrease in the value of the locations controlled and sold by the Company in
2006 as compared to the locations sold in 2005.

         Operating costs increased to $1,006,501 in 2006 from $657,635 in 2005,
a 53% increase. The increase was primarily attributed to additional costs
associated with rent paid for real estate sublet, costs of equipment purchased
for resale, costs of operation of company owned stores and broker fees of

                                       4
<PAGE>

$243,959, $102,523, $73,091 and $50,343, respectively. These increases were
offset by a decrease of $115,730 in costs of locations purchased for resale. The
increase in rent paid for sublease was primarily attributable to the increase in
franchise locations on which the Company is subleasing to franchisees to ten in
2006 from seven in 2005. The increase in costs of operation of company owned
stores was primarily a result of the Company's commitment to operate its Texas
store as a fully operational location from August 2006 until sold in 2007. The
increase in costs of equipment for resale is a result of the increase in
equipment and software sold to new franchisees in 2006. The increase in broker
fees was primarily attributable to the increase in market area and initial
franchise fee rights sold and on which the Company was liable to brokers in
2006. The decrease in costs of locations purchased for resale was a result of a
reduction in the Company's cost of acquiring locations for re-sale to $0 in 2006
from $115,700 in 2005.

         Selling, general and administrative expenses increased to $1,262,442 in
the year 2006 from $715,249 in the year 2005, a 77% increase. The increase was
primarily due to increases in bad debt expense, salaries and wages, employee
benefits, consulting expense, settlement expense and trade show expense of
$368,508, $58,470, $23,080, $23,708, $20,000 and $14,075, respectively. The
increase in bad debt expense was primarily attributable to an increase in the
number of franchises requiring reserve for bad debt during the period and the
write-off of two notes receivables from franchisees in 2006. The increase in
salaries and wages was primarily attributable to performance-based increases in
compensation costs paid to employees in 2006 in addition to the hiring of an
additional employee in 2006. The increase in employee benefits id primarily
attributable to the Company's adoption of a pension plan in 2006. The increase
in consulting costs was a result of an increase in consulting costs paid under
consulting agreements in 2006. The increase in settlement costs reflected the
Company's settlement of a lawsuit for $20,000 in 2006 (see part I, legal
proceedings).

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

Working capital at December 31, 2006 was $433,180, compared to working capital
of $648,000 at December 31, 2005. The ratio of current assets to current
liabilities was 1.93:1 at December 31, 2006 and 2.55:1 at December 31, 2005.
Cash flows provided by operations for the year 2006 was $254,312, compared to
cash flow provided by operations for the year 2005 of $206,146.

Cash and accounts and notes receivable increased to $847,253 at December 31,
2006 from $954,297 at December 31, 2005, while accounts payable and accrued
expenses increased to $197,231 at December 31, 2006 from $95,988 at December 31,
2005.

The Company's current business plan and objective is to continue expanding the
number of franchises in its system through sales of new franchises, as well as
through acquisitions of other franchises similar to the acquisitions they have
done in the past. In March, 2007, the Company closed on the purchase of an
automotive facility, currently occupied by a franchisee (see Notes to Condensed
Consolidated Financial Statements, note 18-Subsequent Events)

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

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

The Company has $433,180 in working capital. The Company believes that its
working capital and cash generated by operations will be sufficient to implement
its business plan.

The Company has secured a $250,000 line of credit effective August 1, 2006 (see
Notes to Condensed Consolidated Financial Statements, note-Notes Payable). As of
December 31, 2006, the Company has not utilized any of the available credit
line.

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

                                       5
<PAGE>

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 2006 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 Michael Studer, matters relating to its independence,
including the written disclosures made to the Audit Committee as required by the
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committee).

On the basis of these reviews and discussions, the Audit Committee recommended
to the Board that the Board approve the inclusion of the Company's audited
financial statements in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2006.

ITEM 7.  FINANCIAL STATEMENTS

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

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

None

ITEM 8a. CONTROLS AND PROCEDURES

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

                                       6
<PAGE>

Limitations on the Effectiveness of Controls

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

Conclusions

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

PART III

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

         The Company's Certificate of Incorporation provides for no less than
three (3) Directors. Each Director shall hold office until the next annual
meeting of shareholders and until his successor has been elected and qualified.
At the present time there are a total of four (4) Directors. The Board of
Directors is empowered to fill vacancies on the Board. The Company's Directors
and Executive

Officers are listed below:
<TABLE>
<CAPTION>

                                          POSITIONS
NAME                           AGE        W/ COMPANY                                DIRECTOR SINCE
------------------------ ---------------- ------------------------------------ --------------------------
<S>                            <C>         <C>                                        <C>
Robert Baskind                 65         Chairman of the Board, Chief                   1996
                                          Executive Officer

Arthur Singer                  39         Director                                       1996

Jason Baskind                  34         Director of Franchise Development              2003

DIRECTORS
</TABLE>

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

         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

                                       7
<PAGE>

the development of educational programs and in the development of goals,
strategies and budgets for that company's sales force. Mr. Singer's experience
included working on the distribution of products and working with buying groups.
During his employment with Carrington, Mr. Singer had, on more than one
occasion, been selected "Sales Person of the Year", and on one occasion was
selected as "Regional Manager of the Year" for the entire United States.

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

         Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that Form 5's were
required and filed for those persons, the Company believes that, during the
period from January 1, 2006 through December 31, 2006, 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 2006, 2005, 2004. No other executive officers
received salary in excess of $100,000 in any such year.

Summary Compensation Table

                               YEAR          COMPENSATION       OPTIONS GRANTED
                        -------------------- ---------------- -----------------
Robert Baskind                 2006          $147,000                  -
                               2005          $130,000                  -
                               2004          $100,000                  -


                                       8
<PAGE>

Employment Agreements:

         An employment agreement for the year 2006 existed for the following
officer and key employee:

         Robert Baskind: An agreement in the amount of $110,000. Due to the low
level of working capital maintained during 2002 and 2001, the Company was unable
to fulfill its obligation to pay the officer his entire salary in accordance
with the terms of the contract. As of December 31, 2002, the Company was liable
for unpaid salary. It has been specifically agreed when and if the Company shall
have sufficient earnings and cash flow, in the opinion of management, deferred
amounts shall be paid. All unpaid salary was accrued and included in accrued
expenses on the balance sheet at December 31, 2002. During 2001, the president
agreed to forego his prior salary. Accordingly, the $35,000 of previously
accrued salaries was reversed and the benefit included in the statement of
operations. Additionally, during 2001, the president agreed to receive $67,758
as his total salary for the year. He is entitled to five percent (5)% increases
on a yearly basis. The agreement, which employs Mr. Baskind as the president of
the Company, expires in 2010. In February of 2003, Mr. Baskind received 214,000
shares of the Company's common stock registered on Form S-8 in satisfaction of
partial salary, other compensation and expenses owed to him by the Company. The
market value of those shares when issued was $19,260.



                                       9
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             PRINCIPAL STOCKHOLDERS

         The following table sets forth, as of December 31, 2006: (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                        3,661,600 (1)                 32.1%
300 Hempstead Turnpike
West Hempstead, NY 11552

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

Jason Baskind                         3,661,600 (3)                 32.1%
300 Hempstead Turnpike
West Hempstead, NY 11552

Officers and Directors as a           7,774,300                     68.2%
group (3 Persons)
------------------------------ ------------------------- -----------------------

(1)  Ownership includes 3,331,600 shares of the Company's common stock and
     330,000 shares of the Company's common stock imputed to him from his son
     Jason Baskind.

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

(3)  Ownership includes 330,000 shares of the Company's common stock and
     3,331,600 shares of the Company's common stock imputed to him from his
     father Robert Baskind.


                                       10
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None


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

(a)      Exhibits

3.1      Certificate of Incorporation of the Registrant (1)

3.2      By-laws of the Registrant (1)

4.1      Tilden Associates, Inc. incentive plan (1)

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

4.3      Tilden Associates, Inc. 2001 stock option plan

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

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

10.3     Deferred compensation letter for president Robert Baskind (1)

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

21.1     Subsidiaries (2)

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.

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.

                                       11
<PAGE>
                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

                              FINANCIAL STATEMENTS
                          AND SUPPLEMENTAL INFORMATION

                           DECEMBER 31, 2006 AND 2005

                                Table of Contents

                                                               Page
                                                               ---------------
Report of Independent Registered Public Accounting Firm        F - 2

Consolidated Balance Sheets                                    F - 3

Consolidated Statements of Operations                          F - 4

Consolidated Statements of Cash Flows                          F - 5

Consolidated Statements of Stockholders' Equity                F - 6

Notes to Consolidated Financial Statements                     F - 7 - F - 15

SUPPLEMENTAL INFORMATION :

         Report of Independent Registered Public Accounting
         Firm on Supplemental Information                      F - 16

         Consolidated Statements of Selling, General
         and Administrative Expenses                           F - 17

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

I have audited the accompanying consolidated balance sheet of Tilden Associates,
Inc.  and  subsidiaries  (the  Company) as of December  31, 2006 and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audit. The consolidated financial statements of
Tilden Associates, Inc. as of December 31, 2005, were audited by another auditor
whose report  dated March 29, 2006  expressed  an  unqualified  opinion on those
statements.

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

In my opinion,  the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Tilden Associates,
Inc.  and  subsidiaries  as of  December  31,  2006  and the  results  of  their
operations and cash flows for the year then ended in conformity  with accounting
principles generally accepted in the United States.

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

Freeport, New York
April 12, 2007

                                       F-2

<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                    ---------------------------
                                                                                        2006           2005
                                                                                    ------------   ------------
<S>                                                                                 <C>            <C>
                                     ASSETS
Cash and cash equivalents                                                           $    570,064   $    444,637
Accounts and notes receivable - net of allowance for doubtful accounts of
 $427,239 and $449,523 at December 31, 2006 and 2005, respectively                       277,189        509,660
Prepaid expenses and other current assets                                                 20,037         46,515
Other receivable                                                                          32,500         65,000
                                                                                    ------------   ------------
       Total current assets                                                              899,790      1,065,812

Property and equipment, net of accumulated depreciation
 of $21,695 and $19,723, respectively                                                     54,907          6,169
                                                                                    ------------   ------------
Intangible assets, net of accumulated amortization
 of $219,681 and $218,162, respectively                                                  566,484        568,003
Deposit on building                                                                       68,800              -
Security deposits                                                                         53,685         52,052
Accounts and notes receivable, net of current portion                                          -              -
                                                                                    ------------   ------------
       Total other assets                                                                688,969        620,055
                                                                                    ------------   ------------
       Total assets                                                                 $  1,643,666   $  1,692,036
                                                                                    ============   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses                                               $    197,231   $     95,988
Deposits on franchise acquisitions                                                       210,217        260,500
Income taxes payable                                                                      40,462         40,143
Notes payable, current portion                                                            18,700         21,422
                                                                                    ------------   ------------
       Total current liabilities                                                         466,610        418,053
Notes payable, net of current portion                                                          -          1,933
Security deposits                                                                        120,358         83,359
                                                                                    ------------   ------------
       Total liabilities                                                                 586,968        503,345
                                                                                    ------------   ------------
STOCKHOLDERS' EQUITY
Common stock, $.0005 par value; 30,000,000 shares authorized;
 11,425,903 shares issued and outstanding at December 31,
 2006 and 2005, respectively                                                               5,713          5,713
Additional paid-in capital                                                             1,639,966      1,639,966
Retained earnings (accumulated deficit)                                                 (568,981)      (436,988)
                                                                                    ------------   ------------
                                                                                       1,076,698      1,208,691
Less: treasury stock - 40,000 shares, stated at cost                                     (20,000)       (20,000)
                                                                                    ------------   ------------
       Total stockholders' equity                                                      1,056,698      1,188,691
                                                                                    ------------   ------------
       Total liabilities and stockholders' equity                                   $  1,643,666   $  1,692,036
                                                                                    ------------   ------------
</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,
                                                         ---------------------------
                                                             2006           2005
                                                         ------------   ------------
<S>                                                      <C>            <C>
REVENUES
Initial franchise acquisition fees                       $    302,500   $    148,784
Royalty fees                                                  635,456        595,860
Market Area Sales                                             225,000              -
Sales from operation of Company owned store                   182,516         78,691
Sale of equipment purchased for resale, net of refunds        116,830         15,372
Sales of company owned locations                               57,000        180,000
Rental income                                                 569,710        335,635
Miscellaneous income                                           28,508         14,229
                                                         ------------   ------------
      Total revenues                                        2,117,520      1,368,571
                                                         ------------   ------------

COST OF OPERATIONS
Brokers Fees                                                  123,743         73,400
Franchise development fees                                     45,836         51,156
Cost of locations purchased for re-sale                             -        115,730
Purchase of equipment for resale                               77,391          4,300
Costs of operation of Company owned stores                    184,861         82,338
Rent from realty corporations                                 574,670        330,711
                                                         ------------   ------------
      Total cost of operations                              1,006,501        657,635
                                                         ------------   ------------

Gross profit                                                1,111,019        710,936
Selling, general and administrative expenses                1,262,442        715,249
                                                         ------------   ------------

Loss from operations before other income and
 expenses and provision for income taxes                     (151,423)        (4,313)
                                                         ------------   ------------

OTHER INCOME (EXPENSES)
Interest income                                                19,430         15,177
Interest expense                                                    -           (268)
                                                         ------------   ------------
      Total other income (expenses)                            19,430         14,909
                                                         ------------   ------------

Income (loss) before provision for income taxes              (131,993)        10,596
Provision for income taxes                                          -         23,242
                                                         ------------   ------------
Net loss                                                 $   (131,993)  $    (12,646)
                                                         ============   ============

Per Share Data
Basic earnings per share                                 $      (0.01)  $      (0.00)
                                                         ============   ============
Diluted earnings per share                               $      (0.01)  $      (0.00)
                                                         ============   ============
Weighted average shares outstanding                        11,425,903     11,425,903
                                                         ============   ============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-4

<PAGE>

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


<TABLE>
<CAPTION>
                                                              December 31,
                                                         -----------------------
                                                            2006         2005
                                                         ----------   ----------

<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                        $ (131,993)  $  (12,646)
Adjustments to reconcile net income to net cash
provided by operating activities:
      Provision for bad debt                                534,356      165,875
      Depreciation and amortization expense                   4,310        3,734
      Disposition of fixed assets                             3,901            -
      Gain on sale of company owned location                      -      (58,270)
Changes in operating assets and liabilities
      Accounts and notes receivable                        (301,885)    (102,216)
      Other receivable                                       32,500       14,258
      Prepaid expenses and other current assets              26,478      (33,615)
      Security deposit receivable                            (1,633)       1,375
      Accounts payable and accrued expenses                 101,243       25,451
      Deposit on franchise acquisitions                     (50,283)     167,500
      Income taxes payable                                      319       22,003
      Security deposits payable                              36,999       12,697
                                                         ----------   ----------
Net cash provided by operating activities                   254,312      206,146
                                                         ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of equipment                                 (55,430)           -
      Deposit on building                                   (68,800)           -
      Proceeds from sale of equipment                             -          664
                                                         ----------   ----------
Net cash (used for) provided by investing activities       (124,230)         664
                                                         ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Payment of notes payable                               (4,655)     (20,999)
                                                         ----------   ----------
Net cash (used for) financing activities                     (4,655)     (20,999)
                                                         ----------   ----------

Net increase in cash and cash equivalents                   125,427      185,811
Cash and cash equivalents - beginning                       444,637      258,826
                                                         ----------   ----------
Cash and cash equivalents - ending                       $  570,064   $  444,637
                                                         ==========   ==========
</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, 2006 AND 2005

<TABLE>
<CAPTION>
                                   Common stock                                                Treasury stock
                             -------------------------      Additional      Accumulated   -------------------------   Stockholders'
                               Shares        Amount       Paid In Capital     Deficit       Shares        Amount         Equity
                             -----------   -----------   ----------------   -----------   -----------   -----------   -------------
<S>                           <C>          <C>           <C>                <C>               <C>       <C>           <C>
Balance, December 31, 2004    11,425,903   $     5,713   $      1,639,966   $  (424,342)      (40,000)  $   (20,000)  $   1,201,337

Net loss for the year
    ended December 31, 2005
                                                                                (12,646)                                    (12,646)
                             -----------   -----------   ----------------   -----------   -----------   -----------   -------------
Balance, December 31, 2005    11,425,903         5,713          1,639,966      (436,988)      (40,000)      (20,000)      1,188,691
                             -----------   -----------   ----------------   -----------   -----------   -----------   -------------
Net loss for the year
    ended December 31, 2006                                                    (131,993)                                   (131,993)
                             -----------   -----------   ----------------   -----------   -----------   -----------   -------------
Balance, December 31, 2006    11,425,903   $     5,713   $      1,639,966   $  (568,981)      (40,000)  $   (20,000)  $   1,056,698
                             ===========   ===========   ================   ===========   ===========   ===========   =============
</TABLE>

                 See notes to consolidated financial statements.

                                       F-6
<PAGE>

                     TILDEN ASSOCIATES, INC and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies

Business Activity

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

Principles of Consolidation

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

Use of Estimates

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

Revenue Recognition

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

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

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

Cash and Cash Equivalents

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

Advertising Costs

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

Income Taxes

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

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

                                       F-7
<PAGE>

Leases

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

Carrying Values of Long-Lived Assets

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

Intangible Assets

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

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

Goodwill

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

Accounts and Notes Receivable

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

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

Property and Equipment

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

Stock-based Compensation

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

                                       F-8


<PAGE>

Earnings Per Share

     Earnings per share ("EPS") has been  calculated in accordance with SFAS No.
128, which requires the  presentation of both basic net income per share and net
income per common share assuming dilution.  Basic earnings per share is computed
by dividing  income  available to common  stockholders  by the weighted  average
number of shares  outstanding for the year.  Diluted earnings per share reflects
the  potential  dilution  that could  occur upon the  exercise  of common  stock
options resulting in the issuance of common stock to stockholders who would then
share in the earnings of the Company.  SFAS No. 128  precludes  the inclusion of
any potential common shares in the computation of any diluted  per-share amounts
when a loss from continuing operations exists.

Reclassifications

     Certain  amounts in the 2005  financial  statements  were  reclassified  to
conform to the 2006 presentation.

Business Segment Information

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

New accounting pronouncements

     In  September  2006,  the FASB issued SFAS No. 157,  "Fair Value  Measures"
("SFAS 157") which  defines fair value,  establishes  a framework  for measuring
fair value in accordance  with generally  accepted  accounting  principles,  and
provides for additional fair value disclosures. SFAS 157 is effective for fiscal
years  beginning after November 15, 2007 and interim  periods.  The Company does
not believe SFAS 157 will have a material effect on its financial statements.

NOTE 2 - Accounts and Notes Receivable

     Accounts and notes receivable consisted of the following:

                                                   December 31,    December 31,
                                                       2006            2005
                                                   ------------    ------------
Trade receivables from franchisees                 $    663,341    $    762,996
Installment loans due between August 31, 2005
and May 31, 2009 with varying interest rates
between 6.0% and 8.0%                                    41,087         196,187
                                                   ------------    ------------
                                                        704,428         959,183
Less allowance for doubtful accounts                   (427,239)       (449,523)
                                                   ------------    ------------
                                                        277,189         509,660
Less current portion                                   (277,189)       (509,660)
                                                   ------------    ------------
Non-current accounts and notes receivable          $          -    $          -
                                                   ============    ============

NOTE 3 - Property and Equipment

     Property and equipment consisted of the following:

                                                   December 31,    December 31,
                                                       2006            2005
                                                   ------------    ------------
Machinery and shop equipment                       $     59,286    $      5,642
Signage                                                   5,623           4,617
Furniture                                                11,693          10,913
Leasehold Improvements                                        -           4,720
                                                   ------------    ------------
                                                         76,602          25,892
Less accumulated depreciation                           (21,695)        (19,723)
                                                   ------------    ------------
Property and equipment, net
    of accumulated depreciation                    $     54,907    $      6,169
                                                   ============    ============

                                      F -9

<PAGE>

NOTE 4 - Intangible Assets

     Intangible assets consisted of the following:

                                                   December 31,     December 31,
                                                       2006            2005
                                                   ------------    ------------
Trademarks                                         $     28,183    $     28,183
Franchise and market area rights                        746,657         746,657
Organizational costs                                     11,325          11,325
                                                   ------------    ------------
                                                        786,165         786,165
Less accumulated amortization                          (219,681)       (218,162)
                                                   ------------    ------------
Intangible Assets, net
    of accumulated amortization                    $    566,484    $    568,003
                                                   ============    ============

Of the  intangible  assets listed  above,  only  organizational  costs have been
amortized  for the years  ended  December  31, 2006 and 2005,  respectively.  No
amortization  expense is expected  to be  incurred in the future as  amortizable
assets above have been fully amortized as of December 31, 2006.

NOTE 5 - Notes Payable

     Notes payable consisted of the following:

                                                   December 31,    December 31,
                                                       2006            2005
                                                   ------------    ------------
Notes payable bearing interest up to 25%
maturing between March 2006 and July of 2007             18,700          23,355
                                                   ------------    ------------
                                                         18,700          23,355
Less current portion                                    (18,700)        (21,422)
                                                   ------------    ------------
Notes payable, net of current portion              $          -    $      1,933
                                                   ============    ============

In August,  2006,  the Company  secured a revolving line of credit with a stated
rate of interest of prime plus one percentage  point. The line is secured by the
assets of the Company. As of December 31, 2006, the Company has not utilized any
of the available line of credit.

NOTE 6 - Income Taxes

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

     Consolidated income tax expense consisted of the following:

                                                           December 31
                                                   ----------------------------
                                                       2006            2005
                                                   ------------    ------------
Current
    Federal                                        $          -    $     14,500
    State                                                     -           8,742
                                                   ------------    ------------
Total current provision                                       -          23,242
Deferred
    Federal                                                   -               -
    State                                                     -               -
                                                   ------------    ------------
Total deferred provision                                      -               -
                                                   ------------    ------------
Total income tax expense                           $          -    $     23,242
                                                   ============    ============

                                      F-10
<PAGE>

     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
the  result  of   nondeductible   bad  debt  reserve  and  net  operating   loss
carryforwards.  The  benefit  resulting  from  deferred  taxes  has  been  fully
reserved.

     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.  The Company is deficient  in filing its Federal  Income tax return since
1999 and their State tax returns since 2000.

     Net  operating  loss  carryovers  at December  31, 2006 were  approximately
$185,000  and will expire in 2022.  The Company  does not  anticipate  utilizing
these carryovers in 2006.

NOTE 7 - Commitments and Contingencies

Leases

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

                    2007                           $    356,773
                    2008                                291,163
                    2009                                241,533
                    2010                                116,533
                    2011 and thereafter                 333,000
                                                   ------------
                                                   $  1,339,002
                                                   ============

     The company  leases an office in New York under an agreement that commenced
in October 2003 and expires in September 2008.  Total gross rent expense for the
year ended December 31 2006 was approximately $20,100.

     The future minimum annual rental payments are as follows:

                    2007                                 19,725
                    2008                                 15,300
                                                   ------------
                                                   $     35,025
                                                   ============

Employment Agreements

     The  President  of the  Company,  Mr.  Robert  Baskind,  has an  employment
contract that renews  annually on the first day of each year and which  entitled
him to a salary of  approximately  $147,000  during 2006. In accordance with the
terms of the employment contract,  he is entitled to five percent increases on a
yearly  basis.  The  employment   agreement,   as  amended,   expires  in  2010.
Additionally, Mr. Baskind's agreement provides for other customary provisions.

NOTE 8 - Concentration of Credit Risk

     Financial  instruments that potentially  subject the Company to credit risk
include cash and accounts and notes receivable. At December 31 2006 two accounts
exceeded federally insured limits by approximately  $347,000 and at December 31,
2005  one  account  exceeded  the  federally  insured  limits  by  approximately
$182,000.  Also,  at December 31 2006 and  December  31,  2005,  the Company had
accounts and notes  receivable from  franchisees of  approximately  $277,200 and
$509,700,   respectively,   net  of  an  allowance  for  doubtful   accounts  of
approximately  $427,200 and $449,500,  respectively.  Notes receivable,  derived
principally from sales of franchises and market areas, are collateralized by the
franchise  agreements  to  which  they  relate.  Presently,  a  majority  of the
Company's franchises are within the states of New York, Florida and Colorado.

                                      F-11
<PAGE>

NOTE 9 - Related Party Transactions

Franchise Facilities

     During  the  second  quarter  of  2004,  several  locations  for  franchise
facilities were identified by the Company and available to be purchased.  Due to
its limited  resources and its inability to borrow  sufficient funds the Company
was unable to purchase these  facilities.  Certain officers and directors of the
Company,  collectively  acquired these facilities and leased them to the Company
when franchisees became available.  Management  believes that the lease payments
made by the Company to these officers and directors are at fair market value and
are  approximately  equal to the rent charged to the franchisees  occupying each
facility.

     During the first  quarter of 2005,  the Company  assisted a  franchisee  to
obtain  a loan  secured  by the  franchisee's  equipment.  At  the  time  of the
financing,  the franchisee was in arrears to the Company for royalty payments of
$6,000,  rent of $19,700  and $4,000 for monthly  payments on a note  receivable
issued  in  connection  with  the  purchase  of the  franchise  and the  related
equipment.  The Company sub-lets this location from a realty company  controlled
by the Company's  President.  Upon  completion of the  financing,  approximately
$48,000 was available to the  franchisee.  Out of the proceeds,  the Company was
made current on the note receivable and royalty receivable,  the rent arrearages
were paid directly to the landlord and the balance of approximately  $18,300 was
distributed  to the  franchisee.  Upon issuance of these payments the Company is
owed approximately $40,000 on the remaining balance of the note receivable.

NOTE 10 - Stock Options

Tilden Associates, Inc. Stock Option Plans

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

Additionally,  the option price shall be paid in full at the time of exercise in
cash or, with the approval of the Board of Directors, in shares of common stock.
Further,  if prior to the  expiration  of the option the  employee  ceases to be
employed  by the  Company,  the options  granted  will  terminate  90 days after
termination of the employee's employment with the Company.

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

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

     A summary of option  transactions for the two years ended December 31, 2006
follows:

                                                                  Weighted Avg.
                                                     Options      option price
                                                  ------------    -------------
Outstanding at December 31, 2004                     4,767,000    $         .01
                                                  ------------    -------------
Granted                                              1,300,000              .02
Exercised                                                    -                -
Expired or Surrendered                                       -                -
                                                  ------------    -------------
Outstanding at December 31, 2005                     6,067,000    $         .01
                                                  ------------    -------------
Granted                                                      -                -
Exercised                                                    -                -
Rescinded                                           (6,067,000)             .01
                                                  ------------    -------------
Outstanding at December 31, 2006                             -    $           -
                                                  ------------    -------------

                                      F-12
<PAGE>
Pro Forma Fair Value Disclosures

     Had  compensation  expense for the company's  stock options been recognized
based on the fair value on the grant date under the  methodology  prescribed  by
SFAS 123,  the  Company's  net loss and  earnings  per share for the year  ended
December 31, 2005, would have been:

                                                       December 31, 2005
                                                       ------------------
Net Income (Loss)
             As reported                                      $  (12,646)
             Pro forma                                        $  (55,477)
Basic and diluted earnings per share
             As reported                                      $    (0.00)
             Pro forma                                        $    (0.00)

NOTE 11 -  Other Receivable

     On May 5, 2004,  Oilmatic  Franchising  Corp., a wholly owned subsidiary of
the Company  ("Oilmatic"),  was formed for the purpose of selling franchises for
the system developed by Oilmatic International,  LLC.  ("International") Through
December 31 2005, the Company  advanced  $79,258 to Oilmatic in connection  with
its formation and the acquisition of the exclusive  franchise rights for certain
locations from International. In November 2005, Oilmatic agreed to terminate its
franchise rights and International  agreed to pay the Company $65,000 payable in
eighteen equal monthly  installments of $3,611 commencing  January,  2006. As of
December 31, 2006, the balance receivable on the agreement was $32,500.

NOTE 12 - Franchises and Market Area Activities

Franchises

     During the years ended  December 31 2006 and 2005,  the Company sold twelve
and six new  franchises,  respectively.  As of  December  31 2006 and 2005,  the
Company had 49 and 50 active franchised locations, respectively. Throughout each
year several  franchises  are returned to the Company's  control  either through
foreclosures or abandonment.

Market Areas

     During the years ended December 31 2006 and 2005, the Company sold five and
zero rights to develop new market areas, respectively.

NOTE 13 - Supplemental Cash Flow information

     Non-cash  transactions  recorded  during the year ended  December  31 2006,
consisted of: (1) the recording of a provision for bad debts of $534,356 (2) the
recording of depreciation  and amortization of $3,491 and (3) the recording of a
loss on the disposition of assets due to the abandonment of a franchise location
of $3,901.

NOTE 14 - Company Owned Store

     In August 2006,  the Company took  possession  of an abandoned  location in
Fort Worth Texas. The Company committed to operating the location until it could
find a buyer.  The Texas location  generated  revenue and loss from operation of
approximately  $183,000 and $14,000,  respectively  during the period. The store
was subsequently sold during the first quarter, 2007.

                                      F-13

<PAGE>

NOTE 15 - Quarterly Results of Operations (unaudited)

     Below is a summary of the quarterly  results of operations for each quarter
of 2006 and 2005:

<TABLE>
<CAPTION>
2006                                     First        Second          Third         Fourth
-----------------------------------   -----------   -----------    -----------    -----------
<S>                                   <C>           <C>            <C>            <C>
Revenues                              $   662,414   $   473,362    $   478,040    $   503,704

Gross profit                              417,023       241,781        255,069        197,146

Net income (loss)                         173,570       (37,295)        (1,015)      (267,253)

Basic and diluted income (loss) per
 common share                                0.01         (0.00)         (0.00)         (0.02)
</TABLE>

<TABLE>
<CAPTION>
2005                                     First        Second          Third         Fourth
-----------------------------------   -----------   -----------    -----------    -----------
<S>                                   <C>           <C>            <C>            <C>
Revenues                              $   357,098   $   395,336    $   354,340    $   261,797

Gross profit                              192,034       185,333        206,621        126,948

Net income (loss)                          19,562        29,712         33,562        (95,482)

Basic and diluted income (loss) per
 common share                                0.00          0.00           0.00          (0.01)
</TABLE>

NOTE 16 - Retirement Plan

     In November,  2006, the Company  adopted a qualified  deferred  arrangement
401(k) plan where  employees may contribute up to the Internal  Revenue  Service
deferred  compensation  limit for 401(k) plans,  which was $15,000 in 2006.  The
plan allows the Company to make  optional  non-elective  contributions  into the
plan for  full-time  employees.  In 2006,  the Company  matched 100% of employee
contributions  subject  to a  minimum  of 3% of the  employees'  wages.  Company
contributions to the plan (which are expensed when incurred) were $22,594.

NOTE 17- Deposit on Building

     In October,  2006,  the Company made a downpayment  of $65,000 and incurred
additional  costs of $3,800 for a total of $68,800,  towards  the  purchase of a
building in West Babylon,  NY. The Company closed on the building in March, 2007
(see NOTE 18, Subsequent Events).

NOTE 18-Subsequent Events

     Asset Purchase and Reorganization  Agreement-In February, 2007, the Company
entered   into   an   Asset   Purchase   and   Reorganization   Agreement   with
Accountabilities,  Inc.,  based in Manalapan,  New Jersey,  and TFB  Acquisition
Company,  LLC to purchase  substantially all of the property,  rights and assets
used by  Accountabilities,  Inc. in  conducting  its business of  providing  (1)
professional staffing services primarily to accounting firms and (2) information
technology  /scientific  staffing  services and  workforce  solutions to various
businesses.  The purchase  price of the  Accountabilities,  Inc.  assets will be
12,500,000  shares of the  Company's  common  stock.  The shares will  represent
approximately  96% of the  Company's  outstanding common  stock after a 1 for 25
reverse stock split and after completion of the transaction.  The agreement also
contemplates   that  at  the  time  of  the   acquisition  of  the  assets  from
Accountabilities,  Inc.,  the assets  owned by the  Company in  connection  with
conducting its existing  business (the "Automotive  Assets") will be sold to TFB
Acquisition  Company,  LLC ("TFB"),  a newly formed company controlled by Robert
Baskind,  Chairman  and  President of the  Company.  The purchase  price for the
Automotive  Assets is an amount equal to 50% of TFB pretax income for any of the
years ending  December 31,  2007,  2008 or 2009 in excess of $500,000  plus "net
cash" (the amount of cash and cash  equivalents  less accounts  payables and any
other liabilities of the Automotive  Business  immediately prior to the closing.
The existing  directors of the Company have entered into a voting agreement with
Accountabilites, Inc. pursuant to which they have agreed to vote in favor of the
aforementioned  transactions.  Each of  these  directors  will  resign  upon the
closing of the transactions and a new Board of Directors will be appointed.  The
closing of the transactions  contemplated by the purchase agreement is scheduled
to take place  within  five days after the date when each of the  conditions  to
closing set forth in the purchase  agreement have been fulfilled,  including the
filing of a  Registration  Statement  on Form S-4 which  will be filed  with the
Securities  and  Exchange  Commission  to register  the shares  being  issued to
Accountabilities,   Inc.  as  well  as  approval  of  the  transactions  by  the
stockholders of each of the Company and Accountabililies, Inc.

                                      F-14
<PAGE>

     Building  Purchase-In  March, 2007, the Company closed on the purchase of a
building in West Bablyon, New York for $650,000. The Company utilized its credit
line to help  finance the  purchase.  The  building is  currently  occupied by a
franchisee who is liable to the Company through a subsidiary, for rent.

                                      F-15
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                      ON SUPPLEMENTAL FINANCIAL INFORMATION

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

My report on the audit of the basic consolidated  financial statements of Tilden
Associates,  Inc.  and  subsidiaries  for the year 2006 appears on page F-2. The
audit was conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole.

The supplementary  information presented in the schedule of selling, general and
administrative expenses that appears on page F-17, 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 2006 and,  in my
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial  statements  taken as a  whole.  The  2005  supplementary  information
presented in the  schedule of selling,  general and  administrative  expenses on
that page was subjected to the auditing  procedures applied in the 2005 audit of
the basic financial statements by another auditor,  whose report dated March 29,
2006 on such  information  stated  that it was  fairly  stated  in all  material
respects in relation to the 2005 basic financial statements taken as a whole.


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

Freeport, New York
April 12, 2007

                                      F-16
<PAGE>

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

                                                  Year Ended December 31,
                                                ---------------------------
                                                    2006           2005
                                                ------------   ------------
Salaries and wages                              $    194,869   $    153,418
Officer's salary                                     147,404        130,385
Payroll and other taxes                               21,520         20,513
Employee Benefits                                     31,160          8,080

Bad debt expense                                     534,356        165,848
Professional fees                                    104,561         94,657
Consulting                                            30,808          7,100

Rent                                                  20,077         19,825
Office expense                                        18,528         15,167
Telephone expense                                      8,671          7,347

Fees and licenses                                     19,229         12,144
Amortization expense                                   1,519          2,046
Depreciation expense                                   2,791          1,688

Travel and entertainment                              62,652         51,530
Trade shows                                           14,075              -
Training                                               6,200          8,500
Automobile expense                                    11,093          4,924

Settlement costs                                      20,000              -
Advertising                                                -          2,214
Insurance                                              7,416          5,928
Miscellaneous expense                                  5,513          3,935

                                                ------------   ------------
                                                $  1,262,442   $    715,249
                                                ============   ============

                 See notes to consolidated financial statements.

                                      F-17

<PAGE>

                    TILDEN ASSOCIATES, INC. AND SUBSIDIARIES

                                   SIGNATURES

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


Date: April 17, 2007                   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 person on behalf of the Registrant and in the capacity and on the date
indicated.

Signatures                                Titles                        Date

By: /s/ ROBERT BASKIND       Chairman of the Board, President     April 17, 2007
    ---------------------    Chief Executive Officer
    Robert Baskind           (Principal Executive and
                             Financial Officer)