SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       OR

  [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                          ACT OF 1934 (NO FEE REQUIRED)

                          Commission File No. 000-50085

                                TWIN LAKES, INC.
                                ----------------
                 (Name of Small Business Issuer in its Charter)



           Nevada                                          88-0462760
------------------------------                   ----------------------------
State or other jurisdiction of                   I.R.S. Employer Identification
incorporation or organization                                Number

 545 Madison Avenue, 6th Floor
      New York, New York                                    10022
    ----------------------                               -------------
Address of principal executive office                      Zip Code


                    Issuer's telephone number: (212) 755-4243

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT

                         COMMON STOCK, $0.001 PAR VALUE
                         ------------------------------
                                (Title of Class)

               CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANTS
               -------------------------------------------------
                                (Title of Class)

                CLASS B REDEEMABLE COMMON STOCK PURCHASE WARRANTS
                -------------------------------------------------
                                (Title of Class)

Check whether the issuer: (1) filed all reports required by Section 13 or 15(d)
of the Exchange Act during the past 12 months, and (2) has been subject to such
filing requirements for the past ninety (90) days. Yes |X|  No |_|

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Check if there is no disclosure of delinquent filers in response to Item 405 of
regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-KSB or any
amendment to this Form 10-KSB.  |X|

The Company's revenues for Fiscal Year ended December 31, 2003 were $0.00.

As of March 26, 2004, 3,000,000 shares of Common Stock were outstanding and
there was no trading market for the Common Stock. The number of shares held by
non-affiliates was 60,000 shares.



Transitional Small Business Disclosure Format (check one):    Yes |_|  No |X|

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.

            EXPLANATORY NOTE REGARDING THIS AMENDMENT OF FORM 10-KSB

This Amendment No. 1 to the Annual Report on Form 10-KSB/A for the year ended
December 31, 2003, is being filed since the audited financial statements were
amended to record an omitted transaction for $750 in 2002 and to recognize an
equity transaction in the amount of $2,000 in 2003. In accordance with Rule
12b-15 under the Securities Exchange Act of 1934, as amended, the certifications
required by Rule 15d-14(a) are also included as Exhibits 31.1 and 31.2

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<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

We are a "blank check" company formed on January 28, 2000, to effect a business
combination with a target business which we believe has significant growth
potential. To date, our efforts have been limited to organizational activities
and a public offering of our securities, which was later withdrawn. We have no
plans, arrangements or understandings with any prospective business combination
candidates and have not targeted any business for investigation and evaluation
nor are there any assurances that we will find a suitable business with which to
combine. The implementation of our business objectives is wholly contingent upon
a business combination and/or the successful sale of securities in the company.
We intend to utilize the proceeds of any offering, any sales of equity
securities or debt securities, bank and other borrowings or a combination of
those sources to effect a business combination with a target business which we
believe has significant growth potential. While we may, under certain
circumstances, seek to effect business combinations with more than one target
business, unless and until our warrants are exercised or additional financing is
obtained, we will not have sufficient proceeds remaining after an initial
business combination to undertake additional business combinations.

A common reason for a target company to enter into a merger with a blank check
company is the desire to establish a public trading market for its shares. Such
a company would hope to avoid the perceived adverse consequences of undertaking
a public offering itself, such as the time delays and significant expenses
incurred to comply with the various Federal and state securities law that
regulate initial public offerings.

Pursuant to a Stock Purchase Agreement effective as of January 8, 2004 (the
"Stock Purchase Agreement"), Turquoise Partners, LLC, a New York limited
liability company ("Buyer"), acquired substantially all of the equity securities
of the Company for $32,000 through the purchase of an aggregate total of
2,940,000 shares of common stock of the Company representing 98% of the
outstanding common stock, and Class A warrants to acquire 1,000,000 shares of
the Company's common stock from Johnny R. Thomas, formerly the President and
Chairman of the Board of Directors of the Company, Estancia LLC, a Nevada
limited liability company, Snow Becker Krauss, P.C., a professional New York
corporation and SBK Investment Partners, a New York partnership(collectively,
the "Sellers"). The Sellers retained in the aggregate 60,000 shares of common
stock of the Company representing 2% of the Company's outstanding common stock,
and together with the Buyer constitute all of the shareholders of the Company as
of the date of the filing of this Form 10-KSB/A.

Effective upon the closing of this transaction (the "Sale"), Arnold P. Kling
joined the Company as President, Treasurer and as Chairman of the Board of
Directors, John R. D'Angelo was appointed Secretary of the Company and Kirk M.
Warshaw was appointed Chief Financial Officer of the Company. Johnny R. Thomas
resigned as President, as Chairman and as Treasurer of the Company. Our officers
are only required to devote a small portion of their time (less than 10%) to our
affairs on a part-time or as-needed basis. We expect to use outside consultants,
advisors, attorneys and accountants as necessary, none of which will be hired on
a retainer basis. We do not anticipate hiring any full-time employees so long as
we are seeking and evaluating business opportunities.

As a result of our limited resources, unless and until the warrants are
exercised or additional financing is obtained, we expect to have sufficient
proceeds to effect only a single business combination. Accordingly, the

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prospects for our success will be entirely dependent upon the future performance
of a single business. Unlike certain entities that have the resources to
consummate several business combinations or entities operating in multiple
industries or multiple segments of a single industry, we will not have the
resources to diversify our operations or benefit from the possible spreading of
risks or offsetting of losses. A target business may be dependent upon the
development or market acceptance of a single or limited number of products,
processes or services, in which case there will be an even higher risk that the
target business will not prove to be commercially viable.

We expect our present management to play no managerial role in the Company
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect.

In evaluating a prospective target business, we will consider several factors,
including the following:

o   experience and skill of management and availability of additional personnel
    of the target business;

o   costs associated with effecting the business combination;

o   equity interest retained by our stockholders in the merged entity;

o   growth potential of the target business;

o   capital requirements of the target business;

o   capital available to the target business;

o   stage of development of the target business;

o   proprietary features and degree of intellectual property or other protection
    of the target business;

o   the financial statements of the target business; and

o   the regulatory environment in which the target business operates.

The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular target business will be based, to the
extent relevant, on the above factors, as well as other considerations we deem
relevant. In connection with our evaluation of a prospective target business, we
anticipate that we will conduct a due diligence review which will encompass,
among other things, meeting with incumbent management and inspection of
facilities, as well as a review of financial, legal and other information.

The time and costs required to select and evaluate a target business (including
conducting a due diligence review) and to structure and consummate the business
combination (including negotiating and documenting relevant agreements and
preparing requisite documents for filing pursuant to applicable corporate and
securities laws) cannot be determined at this time. Our President intends to
devote only a small portion of his time to our affairs, and, accordingly, the
consummation of a business combination may require a longer time than if he
devoted his full time to our affairs. However, he will devote

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such time as he deems reasonably necessary to carry out the business and affairs
of the company. The amount of time devoted to our business and affairs may vary
significantly depending upon, among other things, whether we have identified a
target business or are engaged in active negotiation of a business combination.

We anticipate that various prospective target businesses will be brought to our
attention from various sources, including securities broker-dealers, investment
bankers, venture capitalists, bankers and other members of the financial
community, including, possibly, the executive officers and our affiliates.

As a general rule, Federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective business combination and will
endeavor to structure a business combination so as to achieve the most favorable
tax treatment to our company, the target business and our respective
stockholders. There can be no assurance that the Internal Revenue Service or
relevant state tax authorities will ultimately assent to our tax treatment of a
particular consummated business combination. To the extent the Internal Revenue
Service or any relevant state tax authorities ultimately prevail in
recharacterizing the tax treatment of a business combination, there may be
adverse tax consequences to our company, the target business, and our respective
stockholders.

We may acquire a company or business by purchasing, trading or selling the
securities of such company or business. However, we do not intend to engage
primarily in such activities. Specifically, we intend to conduct our activities
so as to avoid being classified as an "investment company" under the Investment
Company Act of 1940, and therefore avoid application of the costly and
restrictive registration and other provisions of the Investment Company Act and
the regulations promulgated thereunder.

Section 3(a) of the Investment Company Act excepts from the definition of an
"investment company" an entity which does not engage primarily in the business
of investing, reinvesting or trading in securities, or which does not engage in
the business of investing, owning, holding or trading "investment securities"
(defined as "all securities other than government securities or securities of
majority-owned subsidiaries") the value of which exceed 40% of the value of its
total assets (excluding government securities, cash or cash items). We intend to
implement our business plan in a manner which will result in the availability of
this exception from the definition of an investment company. Consequently, our
acquisition of a company or business through the purchase and sale of investment
securities will be limited. Although we intend to act to avoid classification as
an investment company, the provisions of the Investment Company Act are
extremely complex and it is possible that we may be classified as an inadvertent
investment company. We intend to vigorously resist classification as an
investment company, and to take advantage of any exemptions or exceptions from
application of the Investment Company Act, which allows an entity a one-time
option during any three-year period to claim an exemption as a "transient"
investment company. The necessity of asserting any such resistance, or making
any claim of exemption, could be time consuming and costly, or even prohibitive,
given our limited resources.

Various impediments to a business combination may arise, such as appraisal
rights afforded the stockholders of a target business under the laws of its
state of organization. This may prove to be deterrent to a particular
combination.

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ITEM 2. DESCRIPTION OF PROPERTY

During the fiscal year ended December 31, 2003, we operated from our former
president, Johnny R. Thomas' residence and no rent was charged by Mr. Thomas for
such use. Following the Buyer's acquisition of a majority of the outstanding
securities of the Company on January 8, 2004, we relocated our office to 545
Madison Avenue, 6th Floor, New York, New York 10022, Tel.: (212) 755-4243,
within offices leased to an affiliated company of Arnold Kling, the President,
Treasurer and Chairman of the Board of the Company. There is no rent presently
being charged for use of such space which is on an oral month to month basis.

We do not own or intend to invest in any real property, real estate mortgages,
or any other real estate backed securities. We have no formal policy with
respect to investments in real estate or investments with persons primarily
engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings.

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

No matter was submitted to a vote of stockholders in the fourth quarter of 2003.
Pursuant to the Stock Purchase Agreement, all of the stockholders of the Company
agreed to sell substantially all of their shares to the Buyer in the Sale.

                                     PART II

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock is not currently traded on any public trading market. No
assurance can be given that any market for our Common Stock will develop. We
will attempt to obtain a quote for our Common Stock on the NASD OTC Bulletin
Board following the completion of a merger.

We have authorized 40 million shares of common stock, par value $.001 per share
and 8 million shares of preferred stock, par value $.001 per share. There are
issued and outstanding, as of the date of this Form 10-KSB/A, 3 million shares
of common stock (held by four holders of record) and no shares of preferred
stock. All shares of common stock currently outstanding are validly issued,
fully paid and non-assessable. We have no plans, proposals, arrangements or
understandings with respect to selling our securities prior to the location of a
target business.

We have not declared any dividends and do not intend to in the foreseeable
future as we have no reserves. Any company which we merge with may change this
policy.

RECENT SALES OF UNREGISTERED SECURITIES

The following information relates to the sales of unregistered securities by the
Company since inception through the period ended December 31, 2003. These sales
of securities were made in reliance upon an exemption from the registration
provisions of the Securities Act set forth in Sections 4(2) thereof and the
rules and regulations under the Securities Act, including Regulation D,

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as a transaction by an issuer not involving any public offering and/or sale to a
limited number of purchasers who were acquiring such securities for their own
account for investment purposes and not with a view to the resale or
distribution thereof.

On January 28, 2000, upon the formation of the company, Johnny R. Thomas,
founder and then Chief Executive Officer, purchased through Estancia LLC, an
entity established by Dr. Thomas for estate planning purposes, 2,960,000 shares
of common stock and 986,667 Class A Warrants from the company for an aggregate
of $2,960, or $.001 per share. Dr. Thomas tendered a recourse promissory note
for his shares which was paid in June 2000 when we opened a bank account.

On January 28, 2000, upon the formation of the company, Snow Becker Krauss P.C.,
counsel to the company, purchased 40,000 shares of Common Stock and 13,333 Class
A Warrants for an aggregate of $40 or $.001 per share.

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

PLAN OF OPERATION

Statements contained in this Plan of Operation of this Annual Report on Form
10-KSB/A include "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933 as amended (the "Securities Act") and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which could cause the actual results of the Company, performance
(financial or operating) or achievements expressed or implied by such
forward-looking statements not to occur or be realized. Such forward-looking
statements generally are based upon the Company's best estimates of future
results, general merger and acquisition activity in the marketplace, performance
or achievement, current conditions and the most recent results of operations.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "project," "expect," "believe," "estimate,"
"anticipate," "intends," "continue," "potential," "opportunity" or similar
terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions.

GENERAL

Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other business
entity (a "Merger Target") desiring the perceived advantages of becoming a
publicly reporting and publicly held corporation. We are currently in the
development stage. We have no operating business, and all our activities since
inception have been related to our formation and proposed financing, which was
later withdrawn. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

As of December 31, 2003, we had not incurred any material costs or expenses
other than those associated with formation of the Company, and we had cash on
hand of $1,409. Previously, from August 2000 through October 31, 2002, we
received an aggregate of $20,500 for operating expenses. The loans were made by
Estancia LLC, an entity established by Johnny R. Thomas, the Company's former
President for estate planning purposes. During 2003, Estancia LLC loaned the
Company an additional sum of $9,600 to enable the Company to pay accounting and
related professional fees and together with the prior loans aggregated $30,100
(all of such loans are referred to as the "Loans").

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On January 8, 2004, the Sellers effected the Sale to the Buyers. In connection
with the Sale, all of the Loans were satisfied released in full as of the date
of the closing. Following the Sale, Dr. Thomas appointed Arnold Kling as
President, Treasurer and Chairman of the Board and Dr. Thomas resigned as
President, Treasurer and sole director of the Board of Directors of the Company.
In connection with Mr. Kling's executive and directorship appointments, John
D'Angelo was appointed as Secretary of the Company and Kirk Warshaw was
appointed as Chief Financial Officer of the Company. Over the next 12 months, we
anticipate continuing to seek a business combination. We do not anticipate
making any significant changes in the number of employees, so long as we are
seeking and evaluating business opportunities. No cash compensation will be paid
to any officer or director in their capacities as such until after the
consummation of the first business combination. Although this is not a
requirement for the completion of a business combination, it is a factor we
would consider in evaluating potential combinations.

Our auditors have included an explanatory paragraph in their report for the year
ended December 31, 2003, indicating that certain conditions raise substantial
doubt regarding our ability to continue as a going concern. The financial
statements included in this Form 10-KSB/A do not include any adjustment to asset
values or recorded amounts of liability that might be necessary in the event we
are unable to continue as a going concern. If we are in fact unable to continue
as a going concern, shareholders may lose their entire investment in our common
stock.

EQUIPMENT AND EMPLOYEES

As of December 31, 2003, we had no operating business and thus no equipment and
no employees, other than our former president, Dr. Thomas, who did not receive a
salary. Likewise, Mr. Arnold Kling, Mr. John D'Angelo and Mr. Kirk Warshaw, the
new President, Secretary and Chief Financial Officer of the Company,
respectively do not receive any salary. We do not intend to develop our own
operating business but instead plan to merge with another company.

EXPENSES FOR YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2002

Net cash used in operating activities for the twelve months ended December 31,
2003 was $10,971, compared to $7,621 for the twelve months ended December 31,
2002. During the twelve months ended December 31, 2003, the Company had no
revenues but received $9,600 in loans for operating expenses from an entity
established by our former president for estate planning purposes. As a result,
cash on hand decreased by $1,371 for the twelve months ended December 31, 2003
to $1,409.

The operating expenses of $12,794 for the twelve month period ended December 31,
2003 and $20,841 for the twelve months ended December 31, 2002 resulted
primarily from accounting/auditing, legal and general administrative expenses.

                                  RISK FACTORS

WE HAVE NO OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS

We were incorporated in January 2000 and we have no operating business or plans
to develop one. We are currently seeking to enter into a merger or business
combination with another company. Our President, Arnold Kling, was only
appointed in January 2004 and has had a minimal period of time to evaluate the

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Company's merger prospects. Accordingly, there is only a limited basis upon
which to evaluate our prospects for achieving our intended business objectives.
To date, our efforts have been limited to organizational activities and
searching for merger targets.

We Have Limited Resources and No Revenues From Operations, and May Need
Additional Financing in Order to Execute our Business Plan; Our Auditors Have
Expressed Doubt as to our Ability to Continue Business as a Going Concern

We have limited resources, no revenues from operations to date, and our cash on
hand may not be sufficient to satisfy our cash requirements during the next
twelve months. In addition, we will not achieve any revenues (other than
insignificant investment income) until, at the earliest, the consummation of a
merger and we cannot ascertain our capital requirements until such time. Further
limiting our abilities to achieve revenues, in order to avoid status as an
"Investment Company" under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), we can only invest our funds prior to a merger in
limited investments which do not invoke Investment Company status. There can be
no assurance that determinations ultimately made by us will permit us to achieve
our business objectives. Our auditors have included an explanatory paragraph in
their report for the year ended December 31, 2003, indicating that certain
conditions raise substantial doubt regarding our ability to continue as a going
concern. The financial statements included in this Form 10-KSB/A do not include
any adjustment to asset values or recorded amounts of liability that might be
necessary in the event we are unable to continue as a going concern. If we are
in fact unable to continue as a going concern, shareholders may lose their
entire investment in our common stock.

We Will Be Able to Effect At Most One Merger, and Thus May Not Have a
Diversified Business

Our resources are limited and we will most likely have the ability to effect
only a single merger. This probable lack of diversification will subject us to
numerous economic, competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular industry in which we may
operate subsequent to the consummation of a merger. We will become dependent
upon the development or market acceptance of a single or limited number of
products, processes or services.

We Depend upon a Single Executive Officer and Director, Whose Experience Is
Limited and Who Makes All Management Decisions

Our ability to effect a merger will be dependent upon the efforts of our
President and sole director, Arnold Kling, our Chief Financial Officer, Kirk
Warshaw, and our Secretary, John D'Angelo. Notwithstanding the importance of Mr.
Kling, Mr. Warshaw and Mr. D'Angelo, we have not entered into any employment
agreement or other understanding with Mr. Kling, Mr. Warshaw or Mr. D'Angelo
concerning compensation or obtained any "key man" life insurance on any of their
lives. The loss of the services of Mr. Kling, Mr. Warshaw or Mr. D'Angelo will
have a material adverse effect on our business objectives. We will rely upon the
expertise of Mr. Kling, Mr. Warshaw and Mr. D'Angelo and do not anticipate that
we will hire additional personnel. While we have engaged certain outside
consultants who have and who will continue to assist us in evaluating merger
targets, we may not have the resources to retain additional personnel as
necessary.

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MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER

After the closing of a merger, our current management will not retain any
control over the Company. Mr. Kling intends to resign as the President,
Treasurer and director of the Company and Mr. Warshaw intends to resign as Chief
Financial Officer and Mr. D'Angelo intends to resign as Secretary. It is
impossible to know at this time who the management of the Company will be after
the close of a merger.

Recent Rulemaking Has Made it More Difficult for Us to Establish a Trading
Market for Our Common Stock.

A public market for the Common Stock does not exist and there can be no
assurance that one will ever develop or if developed will continue. We will
attempt to obtain a quote for our Common Stock on the NASD OTC Bulletin Board.
In general, creation of a public market for the Common Stock depends on, among
other things, (i) acceptance of our stock on an exchange or interdealer
quotation system, (ii) filing of a Form 211 with the NASD for trading on the OTC
Bulletin Board and/or (iii) registration of the shares through a Registration
Statement filed under the Securities Act. Such actions may be costly and
difficult and could potentially fail. Recent NASD policy making has also
hindered our ability to obtain a trading market. If no market develops, it may
be difficult or impossible for the holders of the Common Stock to sell their
securities if they should desire to do so. In addition, there are substantial
restrictions on the sale or transfer of Common Stock imposed by federal and
state security laws, if the shares of Common Stock are not registered through a
Registration Statement. If the shares are registered, there are no assurances
that a regular trading market will develop for any of the Common Stock and that
if developed any such market will be sustained.

CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER

Our Certificate of Incorporation authorizes the issuance of 40,000,000 shares of
Common Stock. There are currently 37,000,000 authorized but unissued shares of
Common Stock available for issuance. To the extent that additional shares of
Common Stock are issued in connection with a merger, our stockholders would
experience dilution of their respective ownership interests. Furthermore, the
issuance of a substantial number of shares of Common Stock may adversely affect
prevailing market prices, if any, for the Common Stock and could impair our
ability to raise additional capital through the sale of equity securities.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS

We do not expect to pay dividends and we have no cash reserves. The payment of
dividends after consummating a merger will be contingent upon the incoming
management's views and our revenues and earnings, if any, capital requirements,
and general financial condition subsequent to consummation of the merger. We
presently intend to retain all earnings, if any, for use in business operations
and accordingly, the Board does not anticipate declaring any dividends in the
foreseeable future. It is probable that any postmerger arrangement will have a
similar philosophy.

WE ARE AUTHORIZED TO ISSUE PREFERRED STOCK

Our Certificate of Incorporation authorizes the designation and issuance of
8,000,000 shares of preferred stock (the "Preferred Stock"), with such
designations, powers, preferences, rights, qualifications, limitations and
restrictions of such series as the Board, subject to the laws of the State of
Nevada, may determine from time to time. Accordingly, the Board is empowered,

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without stockholder approval, to designate and issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of Common Stock. In
addition, the Preferred Stock could be utilized, under certain circumstances, as
a method of discouraging, delaying or preventing a change of control. Although
we do not currently intend to designate or issue any shares of Preferred Stock,
there can be no assurance that we will not do so in the future. It is likely
however, that following a merger, new management may issue such Preferred Stock,
and it is possible that one or more series of Preferred Stock will be designated
and/or issued in order to effectuate a merger or financing. As of this date, we
have no outstanding shares of Preferred Stock and we have not designated the
rights or preferences of any series of Preferred Stock.

ITEM 7. FINANCIAL STATEMENTS

See the Financial Statements and related Report of Independent Certified Public
Accountants included herewith as pages F-1 through F-8 which follow Item 14 of
this Report.

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

None

ITEM 8A. CONTROLS AND PROCEDURES

An evaluation was performed, as of March 16, 2004, under the supervision of
Arnold P. Kling, our President, treasurer and director, and Kirk M. Warshaw, our
Chief Financial Officer of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on such evaluation, Mr. Kling and Mr.
Warshaw have concluded that our disclosure controls and procedures were
effective as of March 16, 2004. There have been no significant changes in our
internal controls or in other factors that could significantly affect our
internal controls subsequent to March 16, 2004.

                                    PART III

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

The following table sets forth information concerning the officers and sole
director of the Company as of March [], 2004:


Name                   Age   Title
----                   ---   -----

Arnold P. Kling         45    Chief Executive Officer, President, Treasurer and
                              Sole Director
Kirk M. Warshaw         45    Chief Financial Officer
John R. D'Angelo        47    Secretary


Arnold P. Kling, President, Treasurer and sole director of the Company since
January 8, 2004. Since 1999, Arnold P. Kling has been the President of Adelphia
Holdings, LLC, a merchant-banking firm. Prior to joining Adelphia Holdings, from
1995 to 1999 he was managing director and general counsel of GH Venture
Partners, LLC, a private equity and merchant banking boutique, and from 1993 to
1995 he was Executive Vice President and General Counsel of Buckeye
Communications, Inc., a Nasdaq listed licensing and entertainment/multimedia
company, and prior to that the practiced corporate law as a partner with Newman,
Tannenbaum, Helpern, Syracuse & Hirschtritt in New York.

Kirk M. Warshaw, Chief Financial Officer of the Company since January 8, 2004.
Since 2000 he has been a managing director of Adelphia Holdings, LLC. During the
past ten years, Mr. Warshaw has been rendering financial advisory and accounting
services to a variety of businesses, including radio stations and banks. Mr.
Warshaw is a certified public accountant.

John R. D'Angelo, Secretary of the Company since January 8, 2004. Since 2002 he
has been a managing director of Adelphia Holdings, LLC. Prior to joining
Adelphia Holdings, from 1998 to 2001 he was general counsel of Magnum Sports &
Entertainment, Inc., a Nasdaq listed entertainment company and

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previously he practiced law, including bankruptcy and litigation law as an
associate at Davis Polk & Wardwell.

Mr. Kling, Mr. Warshaw and Mr. D'Angelo are not required to commit their full
time to the affairs of the Company and it is likely that they will not devote a
substantial amount of time to the affairs of the Company.

MEETINGS OF THE BOARD

Effective January 8, 2004, our sole director is Mr. Kling and in 2003 our sole
director was Mr. Thomas. As of March 19, 2004, the Board of Directors, by
written consent signed by the sole director, in lieu of a meeting, approved and
ratified all actions taken by management including the Sale and all agreements
related thereto. As we only have one board member, we do not have separate or
independent audit or compensation committees.

ITEM 10. EXECUTIVE COMPENSATION

Arnold Kling, Kirk Warshaw and John D'Angelo are the sole officers of the
Company and Arnold Kling is the sole director of the Company. None of them
receives any compensation for their services on behalf of the Company. Since our
inception, we have paid no cash compensation to our officers or directors. No
officer or director is required to make any specific amount or percentage of his
business time available to us.

While the Company does not presently anticipate engaging the services of
professional firms that specialize in finding business acquisitions on any
formal basis, the Company may engage such firms in the future, in which event
the Company may pay a finder's fee or other compensation. In no event, however,
will the Company pay a finder's fee or commission to any officer and director of
the Company or any entity with which he is affiliated for such service. The
Company does not have any incentive or stock option plan in effect.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 19, 2004
regarding the number and percentage of common stock (being our only voting
securities) beneficially owned by each officer and director, each person
(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934) known by us to own 5% or more of our common
stock, and all officers and directors as a group, as of the date of this Form
10-KSB/A and as adjusted to give pro forma effect, to the exercise of Class A
warrants.


                                       Amount and
                                        Nature of           Percentage of
                                       Beneficial            Outstanding
Name                                  Ownership (1)        Shares Owned (2)
----                                  -------------       ----------------
Turquoise Partners, LLC (3)           3,940,000(4)                98%
545 Madison Avenue, 6th Floor
New York, New York 10022

All Officers and                      3,940,000(5)                98%
Directors as a Group
(3 persons)


                                       12
<PAGE>

(1)  Unless otherwise indicated, the company has been advised that all
     individuals or entities listed have the sole power to vote and dispose of
     the number of shares set forth opposite their names. For purposes of
     computing the number and percentage of shares beneficially owned by a
     securityholder, any shares which such person has the right to acquire
     within 60 days are deemed to be outstanding, but those shares are not
     deemed to be outstanding for the purpose of computing the percentage
     ownership of any other securityholder.

(2)  Based on 3,000,000 shares issued and outstanding as of the date of this
     filing and up to 1,000,000 shares issuable upon exercise of Class A
     Warrants.

(3)  Arnold P. Kling, is the managing member of Turquoise Partners, LLC and he
     is the President, Treasurer and sole director of the Company.

(4)  Consists of 2,940,000 shares of common stock and 1,000,000 shares issuable
     upon exercise of Class A Warrants.

(5)  Turquoise Partners, LLC owns 2,940,000 shares of common stock of the
     Company and 1,000,000 shares issuable upon exercise of Class A Warrants.
     Mr. Arnold Kling is the managing member of Turquoise Partners, LLC and he
     is the President, Treasurer and sole director of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 28, 2000, upon the formation of the company, Johnny R. Thomas,
founder and then Chief Executive Officer, purchased through Estancia LLC, an
entity established by Dr. Thomas for estate planning purposes, 2,960,000 shares
of common stock and 986,667 Class A Warrants from the company for an aggregate
of $2,960, or $.001 per share. Dr. Thomas tendered a recourse promissory note
for his shares which was paid in June 2000 when we opened a bank account.

In October 2002, Estancia LLC transferred an aggregate of 750,000 shares of
Common Stock and 250,000 Class A Warrants to SBK Investment Partners, an
affiliate of then counsel to the Company, and its assignee for consulting
services rendered.

During the fiscal year ended December 31, 2003, we utilized Dr. Thomas'
residence as our office and we did not have any lease nor were we obligated to
pay any rent for such use. Effective January 8, 2004, we relocated our office to
545 Madison Avenue, 6th floor, New York, New York 10022, which is leased to an
affiliated company of Mr. Arnold Kling, our president and sole director, is a
partner. There is no current lease for our use of this space which is a month to
month use.

On August 23, 2000, September 7, 2000, February 20, 2001, August 31, 2002 and
October 31, 2002, we received $6,000, $3,000, $2,500, $2,000 and $7,000,
respectively, for operating expenses from Estancia LLC, an entity established by
Dr. Thomas for estate planning purposes. These loans were originally repayable
on December 31, 2002 and bear interest at a rate of 6% per annum. We received
additional loans aggregating $9,600 in 2003 from Estancia LLC. Estancia LLC
released the Company from any obligation to repay any of these loans in
connection with the Sale to the Buyer.

                                       13
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

Exhibit Number     Description
--------------     -----------

      3.1          Articles of Incorporation of the registrant. (1)

      3.2          By-Laws of the registrant. (1)

      4.1          Specimen Common Share Certificate. (1)

      4.2          Specimen of Class A Warrant Certificate. (1)

      4.3          Specimen of Class B Warrant Certificate. (1)

      4.4          Stock  Purchase  Agreement dated  as of January 8, 2004 among
                   Turquoise  Partners,  LLC, Johnny R.  Thomas,  Estancia  LLC,
                   Snow Becker Krauss, P.C., and SBK Investment Partners*

     31.1          Certification of Chief Executive Officer of Periodic Report
                   pursuant to Rule 13a-14a and Rule 15d-14(a).*

     31.2          Certification of Chief Financial Officer of Periodic Report
                   pursuant to Rule 13a-14a and Rule 15d-14(a).*

     32.1          Certificate of Chief Executive Officer pursuant to 18 U.S.C.
                   Section 1350*

     32.2          Certificate of Chief Financial Officer pursuant  to 18 U.S.C.
                   Section 1350*

*    Filed with this report

(1)  Incorporated by reference from the Company's Registration Statement on Form
     10-SB, filed with the Securities and Exchange Commission on November 12,
     2002.

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of 2003.

On January 22, 2004, we filed a Current Report on Form 8-K with respect to Items
5 & 7 related to Turquoise Partners, LLC's acquisition of substantially all of
the Company's outstanding common stock and all of the Class A warrants to
acquire common stock owned by Johnny R. Thomas, Estancia LLC, Snow Becker
Krauss, P.C., and SBK Investment Partners.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES:

AUDIT FEES:

The company paid audit and financial statement review fees totaling $4,060 and
$1,875 for the years ended December 31, 2003 and 2002, respectively to Lazar
Levine & Felix LLP, our current independent accountants.

AUDIT-RELATED FEES:

None

TAX FEES:

The company paid tax preparation fees totaling $500 and $300 for the years ended
December 31, 2003 and 2002, respectively, to Lazar Levine & Felix LLP, our
current independent accountants.

ALL OTHER FEES:

None.

AUDIT COMMITTEE POLICIES AND PROCEDURES:

The company does not currently have a standing audit committee. The above
services were approved by the company's Board of Directors.

                                       14
<PAGE>

                                TWIN LAKES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                      INDEX


                                                                         PAGE(S)
                                                                         -------
Independent Auditors' Report                                               F-2.

Financial Statements:

   Balance Sheets as of December 31, 2003 and 2002                         F-3.
   Statements of Operations for the Period from Inception,
     January 28, 2000 to December 31, 2003 (the development stage)
     and the Years Ended December 31, 2003 and 2002                        F-4.

   Statement of Stockholders' Equity for the Period from Inception,
     January 28, 2000 to December 31, 2003                                 F-5.

   Statements of Cash Flows for the Period from Inception,
     January 28, 2000 to December 31, 2003 (the development stage)
     and the Years Ended December 31, 2003 and 2002                        F-6.

Notes to Financial Statements                                              F-7.


                                       F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders
Twin Lakes, Inc.
New York, New York

We have audited the accompanying balance sheets of Twin Lakes, Inc. (a
development stage company), as of December 31, 2003 and 2002, the related
statements of operations and cash flows for the years then ended and the
statements of operations, cash flows and stockholders' equity for the period
from inception (January 28, 2000) to December 31, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of Twin Lakes, Inc. (a development
stage company) as of December 31, 2003 and 2002, and the results of its
operations and its cash flows for the periods then ended, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has been in the development stage since its
inception on January 28, 2000. The Company's lack of financial resources and
liquidity raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to this matter are also described in Notes
1 and 5. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


                            LAZAR LEVINE & FELIX LLP

New York, New York
March 12, 2004 except for the last
two paragraphs of Note 4 the date of
which is January 4, 2005

                                       F-2
<PAGE>

                                TWIN LAKES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                                               2003               2002
                                                                                            ----------         ----------
                                 - ASSETS -
<S>                                                                                         <C>                <C>
CURRENT ASSETS:
     Cash                                                                                   $    1,409         $    2,780
                                                                                            ----------         ----------


TOTAL ASSETS                                                                                $    1,409         $    2,780
                                                                                            ==========         ==========

               - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
     Accrued expenses                                                                       $   10,000         $   13,323
     Loans payable - stockholder (Note 3)                                                           --             20,500
                                                                                            ----------         ----------
TOTAL CURRENT LIABILITIES                                                                       10,000             33,823
                                                                                            ----------         ----------

COMMITMENTS AND CONTINGENCIES (NOTE 4)

STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 4):
     Preferred stock, $.001 par value; 8,000,000 shares authorized,
       none issued                                                                                  --                 --
     Common stock, $.001 par value; 40,000,000 shares authorized,
       3,000,000 shares issued and outstanding                                                   3,000              3,000
     Additional paid-in capital (Note 3)                                                        35,996                750
     Deficit accumulated during the development stage                                          (47,587)           (34,793)
                                                                                            ----------         ----------
                                                                                                (8,591)           (31,043)
                                                                                            ----------         ----------

                                                                                            $    1,409         $    2,780
                                                                                            ==========         ==========
</TABLE>


                                       F-3
<PAGE>

                                TWIN LAKES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                   CUMULATIVE DURING THE
                                     DEVELOPMENT STAGE                Year Ended December 31,
                                    (JANUARY 28, 2000 TO        ---------------------------------
                                     DECEMBER 31, 2003)               2003             2002
                                   ---------------------        ---------------     -------------
<S>                                    <C>                      <C>                 <C>
REVENUES                               $           --           $          --       $          --
                                       --------------           -------------       -------------

COSTS AND EXPENSES:
     Professional fees                         29,171                   5,246              17,175
     Filing fees                                3,358                     135                 135
     Other expenses                            11,912                   5,865               2,786
     Interest expense                           3,146                   1,548                 745
                                       --------------           -------------       -------------
                                               47,587                  12,794              20,841
                                       --------------           -------------       -------------

NET LOSS                               $      (47,587)          $     (12,794)      $     (20,841)
                                       ==============           =============       =============


(LOSS) PER SHARE                                $(.01)                  $(.00)              $(.01)
                                               ======                  ======              ======

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING                    3,000,000               3,000,000           3,000,000
                                            =========               =========           =========
</TABLE>


                                       F-4
<PAGE>

                                TWIN LAKES, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                               DEFICIT
                                                                                             ACCUMULATED
                                                                             ADDITIONAL       DURING THE     STOCKHOLDERS'
                                                                              PAID-IN        DEVELOPMENT        EQUITY
                                              COMMON SHARES                   CAPITAL           STAGE          (DEFICIT)
                                      --------------------------------     --------------    ------------    -------------
                                         NUMBER             AMOUNT
                                      --------------------------------
<S>                                      <C>             <C>               <C>               <C>             <C>
At inception, January 28, 2000                  --       $          --     $           --    $         --    $          --

Issuance of common units (Note 4)        3,000,000               3,000                 --              --            3,000

Net loss for period ended
   December 31, 2000                            --                  --                 --         (10,527)         (10,527)
                                      ------------       -------------     --------------    ------------    -------------

Balance at December 31, 2000             3,000,000               3,000                 --         (10,527)          (7,527)

Net loss for year ended
   December  31, 2001                           --                  --                 --          (3,425)          (3,425)
                                      ------------       -------------     --------------    ------------    -------------

Balance at December 31, 2001             3,000,000               3,000                 --         (13,952)         (10,952)

Consulting services                             --                  --                750              --              750

Net loss for year ended
   December  31, 2002                           --                  --                 --         (20,841)         (20,841)
                                      ------------       -------------     --------------    ------------    -------------

Balance at December 31, 2002             3,000,000               3,000                750         (34,793)         (31,043)

DEBT AND RELATED INTEREST
   CONVERTED TO EQUITY                          --                  --             33,246              --           33,246

Reduction of legal fees                         --                  --              2,000              --            2,000

NET LOSS FOR YEAR ENDED
   DECEMBER  31, 2003                           --                  --                            (12,794)         (12,794)
                                      ------------       -------------     --------------    ------------    -------------

BALANCE AT DECEMBER 31, 2003             3,000,000       $       3,000     $       35,996    $    (47,587)   $      (8,591)
                                      ============       =============     ==============    ============    =============
</TABLE>


                                       F-5
<PAGE>

                                TWIN LAKES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  CUMULATIVE DURING THE
                                                                    DEVELOPMENT STAGE           Year Ended December 31,
                                                                   (JANUARY 28, 2000 TO    -------------------------------
                                                                    DECEMBER 31, 2003)         2003               2002
                                                                 ------------------------  ------------       ------------
<S>                                                                  <C>                   <C>                <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                        $    (47,587)         $    (12,794)      $    (20,841)
     Adjustment to reconcile net loss to net cash utilized by
       operating activities:
       Compensatory shares                                                    750                    --                750
       Reduction of legal fees                                              2,000                 2,000                 --
       Increase in accrued expenses                                        13,146                  (177)            12,470
                                                                     ------------          ------------       ------------
         NET CASH UTILIZED BY OPERATING ACTIVITIES                        (31,691)              (10,971)            (7,621)
                                                                     ------------          ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from stockholders' loans                                     30,100                 9,600              9,000
     Sale of common units                                                   3,000                    --                 --
                                                                     ------------          ------------       ------------

         NET CASH PROVIDED BY FINANCING ACTIVITIES                         33,100                 9,600              9,000
                                                                     ------------          ------------       ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        1,409                (1,371)             1,379

     Cash and cash equivalents at beginning of period                          --                 2,780              1,401
                                                                     ------------          ------------       ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $      1,409          $      1,409       $      2,780
                                                                     ============          ============       ============
</TABLE>


                                       F-6
<PAGE>

                                TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 1 - DESCRIPTION OF COMPANY:

Twin Lakes Inc. (the "Company") was organized in the state of Nevada on January
28, 2000. The Company was formed to serve as a vehicle to raise capital to
acquire a business and is currently considered a "blank check" company inasmuch
as the Company is not generating revenues, does not own an operating business
and has no specific business plan other than to engage in a merger or
acquisition transaction with a yet-to-be identified company or business. The
Company has no employees and no material assets. Administrative services are
currently being provided by an entity controlled by an officer of the Company at
no charge. The Company's efforts to date have been limited to organizational
activities and seeking an appropriate merger or acquisition vehicle. See Note 5
- Subsequent Event.

The Company is considered as being in the development stage, since its
inception, in accordance with Statement of Financial Accounting Standards No. 7,
and its year-end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company's accounting policies are in accordance with accounting principles
generally accepted in the United States of America. Outlined below are those
policies considered particularly significant.

(a) USE OF ESTIMATES:

In preparing financial statements in accordance with accounting principles
generally accepted in the United States of America, management makes certain
estimates and assumptions, where applicable, that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. While actual results could
differ from those estimates, management does not expect such variances, if any,
to have a material effect on the financial statements.

(b) STATEMENTS OF CASH FLOWS:

For purposes of the statements of cash flows the Company considers all highly
liquid investments purchased with a remaining maturity of three months or less
to be cash equivalents.

(c) EARNINGS (LOSS) PER SHARE:

Basic earnings (loss) per share has been computed on the basis of the weighted
average number of common shares outstanding during each period presented
according to the provisions of SFAS No. 128 "EARNINGS PER SHARE". Diluted
earnings (loss) per share has not been presented as the effect of the common
stock purchase warrants outstanding, on such calculation, would have been
antidilutive. Such securities could potentially dilute basic earnings per share
in the future.

(d) RECLASSIFICATIONS:

Certain items on the 2002 financial statements have been reclassified to conform
to the 2003 presentation.


                                       F-7
<PAGE>

                                TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 3 - LOANS PAYABLE - STOCKHOLDER:

As of December 31, 2003 and 2002, the Company was indebted to a shareholder in
the amounts of $30,100 and $20,500, respectively. These loans were provided for
operating expenses by Estancia LLC, an entity established by the Company's then
President for estate planning purposes. The loans bear interest at a rate of 6%
per annum. The note holder had agreed to extend the due date of each loan until
October 31, 2004 unless the Company completes a business combination earlier.
Interest accrued and unpaid as of December 31, 2003 and 2002 aggregated $3,146
and $1,598, respectively.

As a condition to the transaction entered into on January 8, 2004, subsequent to
the balance sheet date, (see Note 5), the note holder was required to reduce the
loan balance to zero and as such, the Company recorded the loan and accrued
interest as additional paid-in capital in 2003.

NOTE 4 - STOCKHOLDERS' EQUITY:

The Company has authorized 40 million shares of common stock, par value $.001
per share and 8 million shares of preferred stock, par value $.001 per share.
There are issued and outstanding, 3 million shares of common stock (held by four
holders of record) and no shares of preferred stock. All shares of common stock
currently outstanding are validly issued, fully paid and non-assessable.

The Company has authorized 1,000,000 Class A Warrants, all of which were issued
and held by four persons. The Class A Warrants are exercisable for four years,
at an exercise price of $3.00 per share. The Company has the right to redeem the
Class A Warrants at a price of $.001 per Warrant on at least 30 days prior
notice, at any time during the exercise period. The Company has also authorized
1,000,000 Class B Warrants, none of which are issued and outstanding. The
Company has the right to redeem the Class B Warrants at a price of $.001 per
warrant on at least 30 days prior notice, at any time during the exercise
period. Any holder who does not exercise his warrants prior to their expiration
or redemption, as the case may be, will forfeit his right to purchase the
underlying shares of common stock. The Company reserves the right to have
standby purchasers exercise any or all of the warrants, which are not exercised
at the end of the 30-day notice period for a five-day period thereafter.

In October 2002, Estancia LLC transferred an aggregate of 750,000 shares of
Common Stock and 250,000 Class A Warrants to SBK Investment Partners, an
affiliate of counsel to the Company, and its assignee for consulting services
rendered, aggregating $750.

During 2003, the Company's attorneys reduced the Company's unpaid invoices to
them by $2,000. This transaction was recorded as a contribution to additional
paid-in capital, since it involved a related party.

NOTE 5 - SUBSEQUENT EVENT:

On January 8, 2004, subsequent to the balance sheet date, Turquoise Partners,
LLC, a New York limited liability company ("Buyer"), acquired substantially all
of the equity securities of the Company, through the purchase of an aggregate
total of 2,940,000 shares of common stock of the Company, representing 98% of
the outstanding common stock, and Class A warrants to acquire 1,000,000 shares
of the Company's common stock from the former President and Chairman of the
Board of Directors of the Company, Estancia LLC, a Nevada limited liability
company, Snow Becker Krauss, P.C., a professional corporation organized under
the laws of New York and SBK Investment Partners, a partnership organized under
the laws of New York (collectively, the "Sellers"), pursuant to a definitive
stock purchase agreement dated as of January 8, 2004. The Sellers retained an
aggregate of 60,000 shares of common stock of the Company representing 2% of the
outstanding common stock, and together with the Buyer, which is not an operating
entity, constitute all of the shareholders of the Company as of the date of the
transaction.

                                       F-8
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    TWIN LAKES, INC.



Date: February 25, 2005             By: /s/ Arnold P. Kling
                                    -------------------------------------------
                                    Arnold P. Kling, President and Treasurer


Pursuant to the requirements of the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



Date: February 25, 2005             By: /s/ Arnold P. Kling
                                    -------------------------------------------
                                    Arnold P. Kling, President and Treasurer
                                    (Principal Executive Officer)


Date: February 25, 2005             By: /s/ Kirk M. Warshaw
                                    -------------------------------------------
                                    Kirk M. Warshaw, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       15