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 June 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: June 30, 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 June 30, 2004 (unaudited)
        and December 31, 2003 (audited)                                       3

        Consolidated Statements of Income for the Three
        Month periods Ended June 30, 2004 and 2003
        (unaudited)                                                           4

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


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

Item 3.         Controls and Procedures                                      17

PART II - OTHER INFORMATION

Item 1.         Legal Proceedings                                            17

Item 2.         Changes in Securities and Use of Proceeds                    17

Item 3.         Defaults Upon Senior Securities                              17

Item 4.         Submission of Matters to a Vote of Security Holders          17

Item 5.         Other Information                                            17

Item 6.         Exhibits and Reports on Form 8-K                             17


SIGNATURE                                                                    18

CERTIFICATION                                                                19

                                       2
<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                                                TILDEN ASSOCIATES, INC.
                                              CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   June 30, 2004      December 31, 2003
                                                                                 -----------------    -----------------
ASSETS                                                                              (Unaudited)           (Audited)
<S>                                                                              <C>                  <C>
Current Assets
    Cash and cash equivalents                                                    $         179,403    $         202,455
    Accounts and notes receivables from franchisees, net of allowance $355,175
     and $278,442 at June 30, 2004 and December 31, of 2003, respectively                  408,192              368,314
    Advances to Oilmatic Franchising Corp.                                                  76,696
    Prepaid expenses                                                                        45,276                4,477
                                                                                 -----------------    -----------------
           Total Current Assets                                                            709,567              575,246
                                                                                 -----------------    -----------------

Property, Plant and Equipment
    Property and equipment, net of accumulated depreciation of $16,435
    and $15,744 at June 30, 2004 and December 31, 2003, respectively                        10,121               10,812
                                                                                 -----------------    -----------------

Other Assets
    Accounts and notes receivable from franchisees, net of current portion                 125,162               34,154
    Security deposits                                                                       50,427               45,027
    Intangible assets, net                                                                 571,113              572,611
                                                                                 -----------------    -----------------
           Total Other Assets                                                              746,702              651,792
                                                                                 -----------------    -----------------

           Total Assets                                                          $       1,466,390    $       1,237,850
                                                                                 =================    =================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Accounts payable and accrued expenses                                        $         102,631    $          45,567
    Deposits on franchise acquisitions                                                      87,000               50,500
    Deferred revenue                                                                         4,000                   --
    Income taxes payable, current                                                           16,890               18,690
    Notes payable, current portion                                                          48,251               57,183
                                                                                 -----------------    -----------------
           Total Current Liabilities                                                       258,772              171,940

Non-Current Liabilities
    Notes payable, net of current portion                                                    5,783               17,469
    Security deposits                                                                       66,550               62,550
                                                                                 -----------------    -----------------
           Total Liabilities                                                               331,105              251,959
                                                                                 -----------------    -----------------

Shareholders' Equity
    Common stock, $.0005 par value; 30,000,000 shares authorized,
      11,425,903 shares issued and outstanding at                                            5,713                5,713
      June 30, 2004 and December 31, 2003, respectively
    Additional paid - in capital                                                         1,639,966            1,639,966
    Retained earnings (accumulated deficit)                                               (490,394)            (639,788)
                                                                                 -----------------    -----------------
                                                                                         1,155,285            1,005,891
    Less: treasury stock - 40,000 shares, stated at cost                                   (20,000)             (20,000)
                                                                                 -----------------    -----------------
           Total Shareholders' Equity                                                    1,135,285              985,891
                                                                                 -----------------    -----------------
           Total Liabilities and Shareholders' Equity                            $       1,466,390    $       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 June 30,      Six Months Ended June 30,
                                                                ----------------------------    ----------------------------
                                                                    2004            2003            2004            2003
                                                                ------------    ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>             <C>
Revenues
    Initial franchise acquisition fees                          $     50,000    $     40,000    $     75,000    $     52,500
    Royalty fees                                                     150,675         143,967         304,569         285,222
    Market Area Sales                                                 60,000                          60,000
    Sales from operations of company stores                           19,156                          19,156
    Sale of equipment purchased for resale                             7,741              --          19,341              --
    Sale of Company owned locations                                  165,000                         165,000
    Advertising income                                                 1,413           1,457           2,827           2,913
    Rental income from realty rental                                  74,046          66,161         146,652         137,142
    Miscellaneous income                                               3,049           4,569           7,572           8,973
                                                                ------------    ------------    ------------    ------------
        Total  Revenue                                               531,080         256,154         800,117         486,750
                                                                ------------    ------------    ------------    ------------

Cost of Operations
    Broker's fees                                                     36,000          15,726          37,500          16,621
    Cost of locations purchased for resale                            63,000                          63,000
    Franchise development fees                                         8,889           6,058          17,663          12,431
    Cost of operation of company owned store                           4,060                           4,060
    Cost of equipment for resale                                       4,300              --          13,400             385
    Advertising costs                                                     --             971           2,051           3,250
    Rent paid on realty sublet                                        69,129          64,789         145,399         149,705
                                                                ------------    ------------    ------------    ------------
        Total Operating Costs                                        185,378          87,544         283,073         182,392
                                                                ------------    ------------    ------------    ------------

Gross Profit                                                         345,702         168,610         517,044         304,358
Selling, general and administrative expenses                         173,123         154,494         348,041         287,014
                                                                ------------    ------------    ------------    ------------

        Income (loss) from operations before other
           income and expenses and provision for income taxes        172,579          14,116         169,003          17,344

Other Income (Expense)
    Interest income                                                    1,119             499           1,471             999
    Interest expense                                                 (16,642)         (2,900)        (18,580)         (6,035)
                                                                ------------    ------------    ------------    ------------
        Total other income (expenses)                                (15,523)         (2,401)        (17,109)         (5,036)
                                                                ------------    ------------    ------------    ------------

Income (loss) before provision for income taxes                      157,056          11,715         151,894          12,308
Provision for income taxes
    Current                                                            1,250           1,500           2,500           3,000
    Deferred                                                              --              --              --              --
                                                                ------------    ------------    ------------    ------------
        Net Income                                              $    155,806    $     10,215    $    149,394    $      9,308
                                                                ============    ============    ============    ============
Per Share Data
    Basic and diluted net income                                        0.01            0.00            0.01            0.00
                                                                ============    ============    ============    ============
Weighted Average Shares Outstanding
    Basic and diluted                                              9,955,903      10,175,903       9,955,903      10,116,345
                                                                ============    ============    ============    ============
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                                     TILDEN ASSOCIATES, INC.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       Six Months Ended June 30,
                                                                     ----------------------------
                                                                         2004            2003
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
Operating Activities
  Net income                                                         $    149,394    $      9,308
  Adjustmens to reconcile net income to net cash used
    for operating activities:
       Depreciation and amortization                                        2,189           2,374
       Provision for bad debt                                              82,436          56,672
       Common stock issued for services rendered                               --           2,200

  Changes in operating assets and liabilities
       Accounts and notes receivable                                     (213,322)       (119,764)
       Advances to Oilmatic                                               (76,696)             --
       Prepaid expenses                                                   (40,799)          1,011
       Security deposits                                                   (5,400)             --
       Accounts payable and accrued expenses                               57,064          19,582
       Deposits on franchise acquisitions                                  36,500          29,500
       Income taxes payable                                                (1,800)          3,000
       Deferred income                                                      4,000              --
       Security deposits                                                    4,000              --
                                                                     ------------    ------------

  Net Cash Provided by (Required for) Operating Activities                 (2,434)          3,883
                                                                     ------------    ------------



Financing Activities
       Repayment of notes payable                                         (20,618)        (25,503)
                                                                     ------------    ------------
          Net Cash Provided by (Required for) Financing Activities        (20,618)        (25,503)
                                                                     ------------    ------------
              Net increase (decrease) in Cash                             (23,052)        (21,620)
Cash and cash equivalents at beginning of the period                      202,455         269,347
                                                                     ------------    ------------

 Cash and cash equivalents at end of the period                      $    179,403    $    247,727
                                                                     ============    ============



Supplemental Cash Flow Information:
  Interest paid                                                      $     18,580    $      7,913
  Income taxes paid                                                  $         --    $         --
</TABLE>

            See notes to condensed consolidated financial statements.

                                       5
<PAGE>

NOTES TO 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.

Impact of New Accounting Standards

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 141 requires that the purchase method of accounting
be used for all business combinations initiated after June 30, 2001. The
adoption of SFAS No. 141 did not have a material effect on the Company's results
of operations or financial position. The Company adopted the provisions of SFAS
No. 142 in the third quarter of fiscal 2001 for new acquisitions. SFAS No. 142
will be applied to previously acquired intangibles in the first quarter of
fiscal 2002. The adoption of SFAS No. 142 did not have a material effect on the
Company's results of operations or financial position. 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.

                                       7
<PAGE>

Accounts and Notes Receivable

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

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

Property and Equipment

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

Earnings Per Share

         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.

                                       8
<PAGE>

NOTE 2 - Accounts and Notes Receivable

         Accounts and notes receivable consisted of the following:

<TABLE>
<CAPTION>
                                                        June 30,      December 31,
                                                          2004            2003
                                                      ------------    ------------
<S>                                                   <C>             <C>
         Trade receivables from franchisees           $    838,529    $    630,910

         Installment loans due between December 31,
         2003 and August 1, 2008 with varying
         interest rates between 7.0% and 10.0%              50,000          50,000
                                                      ------------    ------------
                                                           888,529         680,910
         Less allowance for doubtful accounts             (355,175)       (278,442)
                                                      ------------    ------------
                                                           533,354         402,468
         Less current portion                             (408,192)       (368,314)
                                                      ------------    ------------
         Non-current accounts and notes receivable    $    125,162    $     34,154
                                                      ============    ============
</TABLE>


NOTE 3 - Property and Equipment

         Property and equipment consisted of the following:

                                                   June 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                (16,435)        (15,744)
                                                 ------------    ------------
         Property and equipment, net
            of accumulated depreciation          $     10,121    $     10,812
                                                 ============    ============

NOTE 4 - Intangible Assets

         Intangible assets consisted of the following:

                                                   June 30,      December 31,
                                                     2004            2003
                                                 ------------    ------------

         Trademarks                              $     28,183    $     28,183
         Franchise & market area rights               746,657         746,657
         Organizational costs                          11,325          11,325
                                                 ------------    ------------
                                                      786,165         786,165
         Less accumulated amortization               (215,052)       (213,554)
                                                 ------------    ------------
         Intangible assets, net of
            accumulated amortization             $    571,113    $    572,611
                                                 ============    ============

                                       9
<PAGE>

NOTE 5 - Notes Payable

         Notes payable consisted of the following:

                                                     June 30,       December 31,
                                                       2004            2003
                                                   ------------    ------------
         Bank loan bearing interest at 9.0%
         maturing March 2005                       $     27,085    $     44,020

         Bank loan with varying rates of
         interest maturing March 2005                    19,449          30,632

         Note payable bearing interest at 28%
         maturing June 2007                               7,500              --
                                                   ------------    ------------
                                                         54,034          74,652
         Less current portion                           (48,251)        (57,183)
                                                   ------------    ------------
         Notes payable, net of current portion     $      5,783    $     17,469
                                                   ============    ============


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:

                                                        June 30,
                                                -----------------------
                                                   2004         2003
                                                ----------   ----------
         Current
            Federal                             $       --   $       --
            State                                    2,500        3,000
                                                ----------   ----------
         Total current provision                     2,500        3,000
                                                ----------   ----------

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

         Total income tax expense               $    2,500   $    3,000
                                                ==========   ==========


         Deferred income taxes arise from temporary differences resulting from
income and expense items reported in different periods for financial accounting
and tax purposes. The sources of deferred income taxes and their tax effects are
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.

                                       10
<PAGE>

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
                                               ===========

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.


NOTE 8 - Concentration of Credit Risk

         Financial instruments that potentially subject the Company to credit
risk include cash and accounts and notes receivable. At June 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 June 30, 2004 and December 31, 2003, the
Company had accounts and notes receivable from franchisees of approximately
$533,400 and $402,500, respectively, net of an allowance for doubtful accounts
of approximately $355,100 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 $3,000 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

                                       11
<PAGE>

available. The lease payments made by the Company are considered to be at fair
market value and are equal to the rent charged to the franchisees occupying each
facility.

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 June 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 June 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 June 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 June 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 three
months ended June 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 the sale of 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). Thru June 30, 2004, the Company advanced $76,696 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 three months ended June 30, 2004 and 2003, respectively, the
Company sold 1 new franchise each year. Throughout each year several franchises
are returned to the Company's control either through foreclosures or
abandonment. As of June 30, 2004, the Company held 51 active franchised
locations.

Market Areas

         During the six months ended June 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 six months ended June 30, 2004,
consisted of: (1) the recording of a provision for bad debts of $82,436, and (2)
the recording of a depreciation and amortization of $2,189.

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

         Revenue increased to approximately $531,000 in the second quarter of
2004 from approximately $256,000 in the second quarter of 2003, representing a
107% increase. The increase in overall revenue was primarily attributed to an
increase in the sale of company owned locations, rental income and market area
sales of approximately $165,000, $69,000 and $60,000, respectively. These
increases were offset by a decrease in miscellaneous income of approximately
$63,000.

         Operating costs increased to approximately $185,000 in the second
quarter of 2004 from approximately $88,000 in the second quarter of 2003,
representing a 112% increase. As a percentage of revenue, operating costs were
35% for both of the periods reported. The overall increase was primarily
attributable to an increase in costs of locations purchased for resale and
broker fees of approximately $63,000 and $20,000, respectively. They were also
associated with the costs to operate a company owned store, purchase of
equipment for resale and rent from realty corporations of approximately $4,000
each and franchise development fees of approximately $3,000. These increases
were not offset by any significant decreases.

         Selling, general and administrative expenses increased to approximately
$173,000 in the second quarter of 2004 from approximately $155,000 in the second
quarter of 2003, representing a 12% increase. The changes in the composition of
selling, general and administrative expenses during the second quarter were
predominately attributed to increases in bad debt expense, travel and
entertainment and insurance of approximately $30,000, $6,000 and $3,000,
respectively. The increase in bad debt expense was primarily attributable to 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. Excluding the effect of the settlement in 2003, bad debt
expense increased by $10,000 reflecting an increase in the reserve for bad debt
recorded during the second quarter of 2004. These increases have been offset by
decreases in professional fees, settlement costs and rent of approximately
$25,000, $4,000 and $2,000, respectively. The decreases in professional fees
coincides with the decreases in settlement costs and is a direct result of the
Company not pursuing litigation with franchisees in breach of contract. The
decrease in rent is a result of relocation of the Company's corporate offices.

                                       15
<PAGE>

Six Months Ended June 30, 2004 vs Six Months Ended June 30, 2003
----------------------------------------------------------------

         Revenue increased to approximately $800,000 through the second quarter
of 2004 from approximately $487,000 in the second quarter of 2003, representing
a 64% increase. The increase in overall revenue was primarily attributed to an
increase in the sale of company owned locations and initial franchise fees of
approximately $165,000 and $23,000, respectively. They were also associated with
an increase in royalties, the sales from operations of company stores and
equipment sales all of approximately $19,000 each and rental income of
approximately $10,000. These increases were not offset by any significant
decreases.

         Operating costs increased to approximately $283,000 through the second
quarter of 2004 from approximately $182,000 through the second quarter of 2003,
representing a 56% increase. As a percentage of revenue, operating costs
decreased to 35% from 37%. The overall increase was attributable to an increase
in costs of locations purchased for resale of, broker fees, purchase of
equipment for resale, franchise development fees and costs associated with the
operations of company owned stores of approximately $63,000, $21,000, $13,000,
$5,000 and $4,000, respectively. These increases were offset by decreases in
rent from realty corporations and advertising of approximately $4,000 and
$1,000, respectively.

         Selling, general and administrative expenses increased to approximately
$348,000 through the second quarter of 2004 from approximately $287,000 through
the second quarter of 2003, representing a 21% increase. The changes in the
composition of selling, general and administrative expenses during the second
quarter were predominately attributed to increases in bad debt expense, travel
and entertainment and insurance of approximately $61,000, $11,000 and $4,000,
respectively. The increase in bad debt expense was primarily attributable to 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. Excluding the effect of the settlement in 2003, bad debt
expense increased by $41,000 reflecting an increase in the reserve for bad debt
recorded during the second quarter of 2004. 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 June 30, 2004 was approximately $451,000, compared
to working capital of approximately $403,000 at December 31, 2003. The ratio of
current assets to current liabilities was 2.7:1 at June 30, 2004 and 3.3:1 at
December 31, 2003. Cash flow required for operations through the second quarter
of 2004 was approximately $2,000 compared to the cash flow provided by
operations through the second quarter of 2003 of approximately $4,000.

         Accounts receivable - trade, net of allowances, increased to
approximately $533,000 at June 30, 2004 from approximately $402,000 at December
31, 2003.

         Accounts payable increased to approximately $103,000 at June 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>

ITEM 3.   CONTROLS AND PROCEDURES

a)   Evaluations of disclosure controls and procedures.

     Based on an evaluation of the effectiveness of the Company's disclosure
     controls and procedures as of a date within 90 days of the filing date of
     this quarterly report, the Chairman, Chief Executive Officer and Chief
     Financial Officer, who is the same person, concluded that the Company's
     disclosure controls and procedures are effective in timely alerting them to
     material information relating to the Company required to be included in the
     Company's periodic SEC filings.

b)   Changes in internal control.

     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 Exchange Act is recorded,
     processed, summarized and reported, within the time periods specified in
     the SEC's rules and forms. Disclosure controls and procedures include,
     without limitation, controls and procedures designed to ensure that
     information required to be disclosed by us in the reports that we file
     under the Exchange Act is accumulated and communicated to our management,
     including principal executive officer and principal financial officer, as
     appropriate, to allow timely decisions regarding required disclosure.

     There have been no significant changes in the Company's internal controls
     or in other factors that could significantly affect these controls
     subsequent to the date of the evaluation.



PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
         None.

Item 2.  Changes in 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 pursuant to
                           Rule 13a-14 or 15d-14 of the Securities Exchange Act
                           of 1934, as adopted pursuant to section 302 of the
                           Sarbanes-Oxley act of 2002.

                 32        Certification of Chief Financial Officer pursuant to
                           Rule 13a-14 or 15d-14 of the Securities Exchange Act
                           of 1934, as adopted pursuant to section 302 of the
                           Sarbanes-Oxley act of 2002.

         (b)     Reports on Form 8-K None.

                                       17
<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: August 23, 2004

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

                                       18