UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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


                For the quarterly period ended September 30, 2004

                        Commission file number 0001027484

                             TILDEN ASSOCIATES, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                    DELAWARE                                11-3343019
   ---------------------------------------------        -------------------
   (State or other jurisdiction of incorporation        (I.R.S. Employer
   or organization)                                     Identification No.)


                300 Hempstead Turnpike, West Hempstead, NY 11552
                ------------------------------------------------
                    (Address of principal executive offices)


                                 (516) 746-7911
                ------------------------------------------------
                (Issuer's telephone number, including area code)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: October 31, 2004 was 11,425,903
shares of Common Stock - $.0005 par value.

Transitional Small Business Disclosure Format:  Yes [ ] No [X]
<PAGE>

                        Table of Contents for Form 10-QSB



                                                                            Page
PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Balance Sheets at September 30, 2004 (unaudited)
          and December 31, 2003 (audited)                                      3

          Consolidated Statements of Income for the Three Month and Nine
          Month Periods Ended September 30, 2004 and 2003 (unaudited)          4

          Consolidated Statements of Cash Flows for the Nine Month
          Periods Ended September 30, 2004 and 2003 (unaudited)                5

          Notes to Condensed Consolidated Financial Statements            6 - 14

Item 2.   Management's Discussion and Analysis or
          Plan of Operation                                              15 - 16

Item 3    Controls and Procedures                                             17

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                   18

Item 2.   Unregistered sale of equity securities and use of proceeds          18

Item 3.   Defaults Upon Senior Securities                                     18

Item 4.   Submission of Matters to a Vote of Security Holders                 18

Item 5.   Other Information                                                   18

Item 6.   Exhibits and Reports on Form 8-K                                    18


SIGNATURE                                                                     19

CERTIFICATION                                                                 20

                                       2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                             TILDEN ASSOCIATES, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                        September       December
                                                                                        30, 2004        31, 2003
                                                                                      ------------    ------------
ASSETS                                                                                 (Unaudited)      (Audited)
<S>                                                                                   <C>             <C>
Current Assets
      Cash and cash equivalents                                                       $    241,081    $    202,455
      Accounts and notes receivables from franchisees, net of allowance of $383,160
       and $278,442 at September 30, 2004 and December 31, of 2003, respectively           381,220         368,314
      Advances to Oilmatic Franchising Corp.                                                79,258              --
      Prepaid expenses                                                                      45,152           4,477
                                                                                      ------------    ------------
                  Total Current Assets                                                     746,711         575,246
                                                                                      ------------    ------------

Property, Plant and Equipment
      Property and equipment, net of accumulated depreciation of $16,857
      and $15,744 at September 30, 2004 and December 31, 2003, respectively                  9,699          10,812
                                                                                      ------------    ------------

Other Assets
      Accounts and notes receivable from franchisees, net of current portion                71,899          34,154
      Security deposits                                                                     50,427          45,027
      Intangible assets, net                                                               570,490         572,611
                                                                                      ------------    ------------
                  Total Other Assets                                                       692,816         651,792
                                                                                      ------------    ------------

                  Total Assets                                                        $  1,449,226    $  1,237,850
                                                                                      ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
      Accounts payable and accrued expenses                                           $    119,447    $     45,567
      Deposits on franchise acquisitions                                                    73,505          50,500
      Deferred revenue                                                                       4,000              --
      Income taxes payable, current                                                         18,140          18,690
      Notes payable, current portion                                                        33,295          57,183
                                                                                      ------------    ------------
                  Total Current Liabilities                                                248,387         171,940

Non-Current Liabilities
      Notes payable, net of current portion                                                  5,783          17,469
      Security deposits                                                                     66,550          62,550
                                                                                      ------------    ------------
                  Total Liabilities                                                        320,720         251,959
                                                                                      ------------    ------------

Shareholders' Equity
      Common stock, $.0005 par value; 30,000,000 shares authorized,
         11,425,903 shares issued and outstanding at September
         30, 2004 and December 31, 2003, respectively                                        5,713           5,713
      Additional paid - in capital                                                       1,639,966       1,639,966
      Retained earnings (accumulated deficit)                                             (497,173)       (639,788)
                                                                                      ------------    ------------
                                                                                         1,148,506       1,005,891
      Less: treasury stock - 40,000 shares, stated at cost                                 (20,000)        (20,000)
                                                                                      ------------    ------------
                  Total Shareholders' Equity                                             1,128,506         985,891
                                                                                      ------------    ------------
                  Total Liabilities and Shareholders' Equity                          $  1,449,226    $  1,237,850
                                                                                      ============    ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                             TILDEN ASSOCIATES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three Months Ended               Nine Months Ended
                                                                 September 30,                   September 30,
                                                         ----------------------------    ----------------------------
                                                             2004            2003            2004            2003
                                                         ------------    ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>             <C>
Revenues
      Initial franchise acquisition fees                                 $     25,000    $     75,000    $     77,500
      Royalty fees                                       $    153,942         145,301         458,511         430,523
      Market Area Sales                                            --              --          60,000              --
      Sales from operations of company stores                  28,221              --          47,377              --
      Sale of equipment purchased for resale                    5,990           2,026          25,331           2,026
      Sale of Company owned locations                              --          50,000         165,000          50,000
      Advertising income                                        1,414           1,456           4,241           4,369
      Rental income from realty rental                         81,398         102,537         228,050         239,679
      Miscellaneous income                                      5,617           7,949          13,189          16,922
                                                         ------------    ------------    ------------    ------------
           Total Revenue                                      276,582         334,269       1,076,699         821,019
                                                         ------------    ------------    ------------    ------------

Cost of Operations
      Broker's fees                                            14,500          12,842          52,000          29,463
      Cost of locations purchased for resale                       --              --          63,000              --
      Franchise development fees                               19,519           9,035          37,182          21,466
      Cost of operation of company owned stores                16,013              --          20,073              --
      Cost of equipment for resale                              4,628           3,256          18,028           3,641
      Advertising costs                                           510           2,427           2,561           5,677
      Rent paid on realty sublet                               76,620          70,602         222,019         220,307
                                                         ------------    ------------    ------------    ------------
           Total Operating Costs                              131,790          98,162         414,863         280,554
                                                         ------------    ------------    ------------    ------------

Gross Profit                                                  144,792         236,107         661,836         540,465
Selling, General and Administrative Expenses                  150,697         192,910         498,738         479,924
                                                         ------------    ------------    ------------    ------------

           Income (loss) before other income (expense)
              and provision for income taxes                   (5,905)         43,197         163,098          60,541

Other Income (Expense)
      Interest income                                           1,732             490           3,203           1,489
      Interest expense                                         (1,356)         (3,436)        (19,936)         (9,471)
                                                         ------------    ------------    ------------    ------------
           Total other income (expenses)                          376          (2,946)        (16,733)         (7,982)
                                                         ------------    ------------    ------------    ------------

Income (Loss) Before Provision for Income Taxes                (5,529)         40,251         146,365          52,559
Provision for Income Taxes                                      1,250           1,500           3,750           4,500
                                                         ------------    ------------    ------------    ------------
           Net Income                                    $     (6,779)   $     38,751    $    142,615    $     48,059
                                                         ============    ============    ============    ============
Per Share Data:
      Basic and diluted net income                       $       0.00    $       0.00    $       0.01    $       0.00
                                                         ============    ============    ============    ============
Weighted Average Shares Outstanding:
      Basic and diluted                                    11,425,903      10,175,903      11,425,903      10,136,416
                                                         ============    ============    ============    ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                            TILDEN ASSOCIATES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                            September 30,
                                                                    ----------------------------
                                                                        2004            2003
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Operating Activities
  Net income                                                        $    142,615    $     48,059
  Adjustmens to reconcile net income to net cash used
  for operating activities:
     Depreciation and amortization                                         3,234           3,335
     Provision for bad debt                                               57,204         126,772
     Common stock issued for services rendered                                --           2,200
  Changes in operating assets and liabilities:
     Accounts and notes receivable                                      (107,854)       (211,799)
     Advances to Oilmatic                                                (79,258)         16,011
     Prepaid expense                                                     (40,675)             --
     Security deposits                                                    (5,400)             --
     Accounts payable and accrued expenses                                73,879          (3,764)
     Deposits on franchise acquisitions                                   23,005          49,500
     Deferred revenue                                                      4,000           6,200
     Income taxes payable                                                   (550)          4,500
     Security deposits                                                     4,000          13,600
                                                                    ------------    ------------
         Net Cash Provided by Operating Activities                        74,200          54,614
                                                                    ------------    ------------

Financing Activities
     Repayment of notes payable                                          (35,574)        (67,680)
                                                                    ------------    ------------
         Net Cash (Required for) Financing Activities                    (35,574)        (67,680)
                                                                    ------------    ------------
            Net increase (decrease) in Cash                               38,626         (13,066)
 Cash and cash equivalents at beginning of the period                    202,455         269,347
                                                                    ------------    ------------

 Cash and cash equivalent at end of the period                      $    241,081    $    256,281
                                                                    ============    ============

Supplemental Cash Flow Information:
  Interest paid                                                     $     19,936    $      9,471
                                                                    ============    ============
  Income taxes paid                                                 $      4,300    $         --
                                                                    ============    ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       5
<PAGE>

NOTES TO CONDENSED 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 and Florida with twelve states being represented and expansion plans
for several additional states.

Principles of Consolidation

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

Use of Estimates

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

Revenue Recognition

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

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

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

Cash and Cash Equivalents

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

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.

                                       6
<PAGE>

Income Taxes

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

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

Leases

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

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

Franchise rights and trademarks

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

      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.


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.

                                       7
<PAGE>

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

Property and Equipment

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

Earnings Per Share

      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.

Reclassifications

      Certain amounts in the 2003 financial statements were reclassified to
conform to the 2004 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 sales and
revenues in each of the years presented.


NOTE 2 - Accounts and Notes Receivable

      Accounts and notes receivable consisted of the following:

                                                   September 30,   December 31,
                                                       2004            2003
                                                   ------------    ------------

      Trade receivables from franchisees           $    748,533    $    630,910

      Installment loans due between December 31,
      2003 and May 4, 2009 with varying
      interest rates between 7.0% and 10.0%              87,746          50,000
                                                   ------------    ------------
                                                        836,279         680,910
      Less allowance for doubtful accounts             (383,160)       (278,442)
                                                   ------------    ------------
                                                        453,119         402,468
      Less current portion                             (381,220)       (368,314)
                                                   ------------    ------------
      Non-current accounts and notes receivable    $     71,899    $     34,154
                                                   ============    ============

                                       8
<PAGE>

NOTE 3 - Property and Equipment

      Property and equipment consisted of the following:

                                                 September 30,   December 31,
                                                     2004            2003
                                                 ------------    ------------

      Machinery and shop equipment                      5,300    $      5,300
      Signage                                           5,623           5,623
      Furniture                                        10,913          10,913
      Leasehold Improvements                            4,720           4,720
                                                 ------------    ------------
                                                       26,556          26,556
      Less accumulated depreciation                   (16,857)        (15,744)
                                                 ------------    ------------
      Property and equipment, net
         of accumulated depreciation             $      9,699    $     10,812
                                                 ============    ============

NOTE 4 - Intangible Assets

      Intangible assets consisted of the following:

                                                 September 30,   December 31,
                                                     2004            2003
                                                 ------------    ------------

      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                  (215,675)       (213,554)
                                                 ------------    ------------
      Intangible assets, net of
         accumulated amortization                $    570,490    $    572,611
                                                 ============    ============

NOTE 5 - Notes Payable

      Notes payable consisted of the following:

                                                 September 30,   December 31,
                                                     2004            2003
                                                 ------------    ------------
      Bank loan bearing interest at 9.0%
      maturing March 2005                        $     18,321    $     44,020

      Bank loan with varying rates of
      interest maturing March 2005                     13,857          30,632

      Note payable bearing interest at 28%
      maturing September 2007                           6,900              --
                                                 ------------    ------------
                                                       39,078          74,652
      Less current portion                            (33,295)        (57,183)
                                                 ------------    ------------
      Notes payable, net of current portion      $      5,783    $     17,469
                                                 ============    ============

                                       9
<PAGE>

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:

                                                        September 30,
                                                 ---------------------------
                                                     2004           2003
                                                 ------------   ------------
      Current
         Federal                                 $         --   $         --
         State                                          3,750          4,500
                                                 ------------   ------------
      Total current provision                           3,750          4,500
                                                 ------------   ------------

      Deferred
         Federal                                           --             --
         State                                             --             --
                                                 ------------   ------------
      Total deferred provision                             --             --
                                                 ------------   ------------
      Total income tax expense                   $      3,750   $      4,500
                                                 ============   ============

      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 disallowed 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.

      Net operating loss carryovers are approximately $324,000 as of December
31, 2003 and will expire in 2021.


NOTE 7 - Commitments and Contingencies

Leases

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

                       2004                    $   547,634
                       2005                        727,995
                       2006                        640,452
                       2007                        509,553
                       2008                        500,711
                       2009 and thereafter       1,034,880
                                               -----------
                                               $ 3,961,225
                                               ===========

                                       10
<PAGE>

Employment Agreements

      The President of the Company, Mr. Robert Baskind, has an employment
contract that renews annually on the first day of each year and which entitled
him to a salary of $90,000 during 2004. In accordance with the terms of the
employment contract, he is entitled to five percent increases on a yearly basis.
The employment agreement, as amended, expires in 2010. Additionally, Mr.
Baskind's agreement provides for other customary provisions

Consulting Agreement

      During 2003, the Company entered into two consulting agreements to provide
public relations and other promotional services. In consideration for these
services the Company issued 1,250,000 shares of its common stock valued at
$52,500. The fair value of these services was charged to consulting expense. The
Company believes that the terms of one of these agreements has not been
fulfilled and have requested for the return of 600,000 shares of common stock.
If successful, the Company will reverse $25,200 of consulting expense and
intends to hold the shares returned as treasury shares.

NOTE 8 - Concentration of Credit Risk

      Financial instruments that potentially subject the Company to credit risk
include cash and accounts and notes receivable. At September 30, 2004 there were
no balances, which exceeded the federally insured limits. At December 31, 2003,
approximately $15,000 of the Company's cash on deposit with banks was in excess
of the FDIC insured limits. Also, at September 30, 2004 and December 31, 2003,
the Company had accounts and notes receivable from franchisees of approximately
$453,100 and $402,500, respectively, net of an allowance for doubtful accounts
of approximately $383,200 and $278,500, 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 Colorado, Florida and New York.

NOTE 9 - Related Party Transactions

Office facilities

       The Company rented office space on a month-to-month basis through
September 2003, from a law firm, from which a principal of the law firm is a
shareholder and director of the Company. Total rent paid to the law firm
amounted to $2,000 per month in 2003. The law firm also acts as the Company's
general counsel and received $28,000 for legal services in 2004.

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 without the
personal guarantee of certain officers, 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.

                                       11
<PAGE>

NOTE 10 - Stock Options

Tilden Associates, Inc. 1998 Stock Option Plan

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

      During 1998, the Company granted non-incentive stock options to purchase
368,300 shares of the Company's common stock under the 1998 Plan at exercise
prices ranging from $.25 and $3.00. During 1999, 32,500 options were exercised
at $.50 per share and 141,500 options expired. During 2000, the Company granted
options to purchase 415,000 shares at $.25 per share and 54,600 options expired.
As of September 30, 2004, 554,700 options were unexercised and remain
outstanding.

Tilden Associates, Inc. 2001 Stock Option Plan

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

      During 2001, the Company granted non-incentive stock options to purchase
1,010,000 shares of the Company's common stock under the 2001 Plan at an
exercise price of $0.02. During 2003 two board members who held non-incentive
stock options under the 2002 plan, resigned. In accordance with the plan the
unexercised options, granted to these board members terminated. As of September
30, 2004, 885,000 were unexercised and remain outstanding.

                                       12
<PAGE>

Tilden Associates, Inc. 2002 Stock Option Plan

      In December 2002, the Company adopted the Tilden Associates, Inc. 2002
Option Plan ("the 2002 Plan"). Under the terms of the 2002 Plan the Company has
reserved 3,000,000 shares subject to options. The Company may issue incentive
options for a term of no greater than ten years and non-incentive stock options
for a term of no greater than eleven years. The incentive stock options may be
issued with an exercise price of no less than 100% of the fair market value of
the stock at the time of the grant. However, in the case of employees holding
greater than 10% of the Company's common stock, the option price shall not be
less than 110% of the fair market value of the stock at the time of the grant
and the term of the option may not exceed five years. The non-incentive stock
options may be issued with an exercise price of no less than 50% of the fair
market value of the stock at the time of the grant. Additionally, options may be
granted to any eligible person for shares of common stock of any value provided
that the aggregate fair market value of the stock with respect to which
incentive stock options are exercisable for the first time during any calendar
year, shall not exceed $100,000. Additionally, the option price shall be paid in
full at the time of exercise in cash or, with the approval of the Board of
Directors, in shares of common stock. Further, if prior to the expiration of the
option the employee ceases to be employed by the Company, the options granted
will terminate 90 days after termination of the employee's employment with the
Company.

      During 2002, the Company granted non-incentive stock options to purchase
1,345,000 shares of the Company's common stock under the 2002 Plan at an
exercise price of $0.01. During 2003 two board members who held non-incentive
stock options under the 2002 plan, resigned. In accordance with the plan, the
unexercised options granted to these board members terminated. As of September
30, 2004, 885,000 options were unexercised and remain outstanding.

Tilden Associates, Inc. 2003 Stock Option Plan

      In December 2003, the Company adopted the Tilden Associates, Inc. 2003
Option Plan ("the 2003 Plan"). Under the terms of the 2003 Plan the Company has
reserved 3,000,000 shares subject to options. The Company may issue incentive
options for a term of no greater than ten years and non-incentive stock options
for a term of no greater than eleven years. The incentive stock options may be
issued with an exercise price of no less than 100% of the fair market value of
the stock at the time of the grant. However, in the case of employees holding
greater than 10% of the Company's common stock, the option price shall not be
less than 110% of the fair market value of the stock at the time of the grant
and the term of the option may not exceed five years. The non-incentive stock
options may be issued with an exercise price of no less than 50% of the fair
market value of the stock at the time of the grant. Additionally, options may be
granted to any eligible person for shares of common stock of any value provided
that the aggregate fair market value of the stock with respect to which
incentive stock options are exercisable for the first time during any calendar
year, shall not exceed $100,000. Additionally, the option price shall be paid in
full at the time of exercise in cash or, with the approval of the Board of
Directors, in shares of common stock. Further, if prior to the expiration of the
option the employee ceases to be employed by the Company, the options granted
will terminate 90 days after termination of the employee's employment with the
Company.

      During 2003, the Company granted non-incentive stock options to purchase
1,265,000 shares of the Company's common stock under the 2003 Plan at an
exercise price of $0.01. As of September 30, 2004, 1,265,000 were unexercised
and remain outstanding.

      The Company applies APB Opinion 25 in accounting for its stock option
plans. Accordingly, compensation costs are recognized as the difference between
the exercise price for each option and the market price of the Company's stock
at the date of grant. No compensation costs were charged to income for the nine
months ended September 30, 2004 and 2003, respectively.

                                       13
<PAGE>

NOTE 11 - Advances to Oilmatic Franchising Corp.

      On May 5, 2004, Oilmatic Franchising Corp., a wholly owned subsidiary of
the company (Oilmatic), was formed for the purpose of selling franchises for the
system developed by Oilmatic International, LLC. Concurrent with the formation
of Oilmatic, it commenced a private offering for a minimum of $250,000 up to
$1,000,000 for up to 3,000,000 shares of its common stock (23% of Oilmatic).
Through September 30, 2004, the Company advanced $79,258 to Oilmatic in
connection with its formation and the acquisition of the exclusive franchise
rights for certain locations.

NOTE 12 - Franchises and Market Area Activities

Franchises

      During the nine months ended September 30, 2004 and 2003, the Company sold
three and four new franchises during each period, respectively. Throughout each
year several franchises are returned to the Company's control either through
foreclosures or abandonment. As of September 30, 2004, the Company held 50
active franchised locations.

Market Areas

      During the nine months ended September 30, 2004 the Company sold the
rights to develop 1 new market area.

NOTE 13 - Supplemental Cash Flow information

Non-cash transactions recorded during the nine months ended September 30, 2004,
consisted of: (1) the recording of a provision for bad debts of $174,936, and
(2) the recording of a depreciation and amortization of $3,234.

                                       14
<PAGE>

Item 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      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,
competition in the finance industry for franchising companies and 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.

OVERVIEW
--------

      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.


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

Three Months Ended September 30, 2004 vs Three Months Ended September 30, 2003
------------------------------------------------------------------------------

      Revenue decreased to approximately $277,000 in the third quarter of 2004
from approximately $334,000 in the third quarter of 2003, representing a 17%
decrease. The decrease in overall revenue was primarily attributed to a decrease
in the sale of company owned locations, initial franchise fee revenue, and
rental income of approximately $50,000, $25,000 and $21,000, respectively. These
decreases were offset by increases in revenue from operation of company owned
store and royalty income of approximately $28,000 and $9,000, respectively.

      Operating costs increased to approximately $132,000 in the third quarter
of 2004 from approximately $98,000 in the third quarter of 2003, representing a
35% increase. As a percentage of revenue, operating costs were 48% and 29%,
respectively for the periods reported. The overall increase was primarily
attributable to increases in costs of operations of company owned stores,
franchise development fees and rent paid on realty sublets of approximately
$16,000, $10,000 and $6,000, respectively. These increases were not offset by
any significant decreases.

      Selling, general and administrative expenses decreased to approximately
$151,000 in the third quarter of 2004 from approximately $193,000 in the third
quarter of 2003, representing a 22% decrease. The changes in the composition of
selling, general and administrative expenses during the third quarter were
predominately attributed to decreases in professional fees, bad debt expense and
rent of approximately $23,000, $13,000 and $3,000, respectively. The decrease in
professional fees was primarily a result of decreased costs relating to pursuit
of litigation with franchisees in breach of contract. The decrease in bad debt
expense was attributable to a reduction in the amount of accounts receivable
write-offs during the third quarter in 2004. The decrease in rent is a result of
relocation of the Company's corporate offices. These decreases have been offset
by an increase in travel and entertainment of $4,000. The increase in travel and
entertainment is primarily attributable to the Company's increased sales
activity in states outside of the New York metropolitan area, where the Company
is based.

                                       15
<PAGE>

Nine Months Ended September 30, 2004 vs Nine Months Ended September 30, 2003
----------------------------------------------------------------------------

      Revenue increased to approximately $1,077,000 through the third quarter of
2004 from approximately $821,000 through the third quarter of 2003, representing
a 31% increase. The increase in overall revenue was primarily attributable to
increases in the sale of company owned locations, market area sales, sales from
Company owned store, and royalties of approximately $115,000, $60,000, $47,000
and $28,000, respectively. These increases were partially offset by a decrease
in rental income of $12,000.

      Operating costs increased to approximately $415,000 through the third
quarter of 2004 from approximately $281,000 through the third quarter of 2003,
representing a 48% increase. As a percentage of revenue, operating costs
increased to 39% from 34%. The overall increase was attributable to an increase
in costs of locations purchased for resale of, broker fees, costs associated
with the operations of Company owned stores, franchise development fees and
purchase of equipment for resale of approximately $63,000, $23,000, $20,000,
$16,000 and $14,000, respectively. These increases were not offset by any
significant decreases.

      Selling, general and administrative expenses increased to approximately
$499,000 through the third quarter of 2004 from approximately $480,000 through
the third quarter of 2003, representing a 4% increase. The changes in the
composition of selling, general and administrative expenses through the third
quarter were predominately attributed to increases in bad debt expense, travel
and entertainment, and insurance of approximately $48,000, $15,000 and $5,000,
respectively. The increase in bad debt expense was primarily attributable to the
reserve against notes receivables accepted in connection with sales of Company
owned locations in 2004 partially offset by a settlement received in 2003 for a
receivable reserved in 2002. Accordingly, such receipts were recorded as a
reduction of bad debt expense during the first quarter of 2003. The increase in
travel and entertainment reflects additional costs the Company incurred for
franchise development and the increase in insurance relates to the costs
associated with the operations of new locations.


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

      Working capital at September 30, 2004 was approximately $498,000, compared
to working capital of approximately $403,000 at December 31, 2003. The ratio of
current assets to current liabilities was 3.0:1 at September 30, 2004 and 3.3:1
at December 31, 2003. Cash flow provided by operations through the third quarter
of 2004 was approximately $74,000 compared to the cash flow provided by
operations through the third quarter of 2003 of approximately $55,000.

      Accounts receivable - trade, net of allowances, increased to approximately
$453,000 at September 30, 2004 from approximately $402,000 at December 31, 2003.

      Accounts payable increased to approximately $119,000 at September 30, 2004
from approximately $46,000 at December 31, 2003.

      Although the Company plans to continue to expand to the extent that
resources are available, the Company has no firm commitments for capital
expenditures in other areas of its business.

      The Company has no lines of credit but is currently attempting to
establish a line of credit.

                                       16
<PAGE>

CRITICAL ACCOUNTING POLICIES
----------------------------

      Our significant accounting policies are described in Note 1 to the
condensed consolidated financial statements in Item 1 of the Quarterly Report.
Our financial statements are prepared in accordance with principles generally
accepted in the United States of America. The following policies, we believe,
are our most critical accounting policies and are explained below.

      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.


ITEM 3.  CONTROLS AND PROCEDURES

      The Company carried out an evaluation, under the supervision and with the
participation of management, including its principal executive officer and
principal financial officer, of the effectiveness of the design and operation of
the Company's disclosure, controls and procedures (as defined in Rules 13a-15(e)
and 15d-1 5(e) under the Securities Exchange Act of 1934, as amended) as of the
end of the period covered by this report. Based upon the evaluation, the
Company's principal executive officer and principal financial officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including the
Company's consolidated subsidiaries) that is required to be included in the
Company's periodic SEC reports. There was no change in the Company's internal
control over financial reporting that occurred during the period covered by this
report that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

                                       17
<PAGE>

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings
          None.

Item 2.   Unregistered sale of equity securities and use of proceeds
          None.

Item 3.   Defaults Upon Senior Securities
          None.

Item 4.   Submission of Matters to a Vote of Security Holders
          None.

Item 5.   Other Information
          None.

Item 6.   Exhibits and Reports on Form 8-K

      (a)   Exhibits
            31. Certification of Chief Executive Officer and Acting Chief
                Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act Of 2002

            32. Certification of Chief Executive Officer and Acting Chief
                Financial Officer Pursuant To Section 906 of the Sarbanes-Oxley
                Act of 2002

      (b)   Reports on Form 8-K None.

                                       18
<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                               TILDEN ASSOCIATES, INC.



Date:  November 22, 2004

                                               /s/ ROBERT BASKIND
                                               ---------------------------------
                                               Robert Baskind
                                               Chairman of the Board, President,
                                               Chief Executive Officer and
                                               Acting Chief Financial Officer

                                       19