UNITED STATES
                       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, 2002

                                       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 Number
  incorporation or organization


            P.O. Box 530850                                            89053
           Henderson, Nevada                                      -------------
-------------------------------------                                Zip Code
Address of principal executive office

                    Issuer's telephone number: (702) 614-5333

           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 |_|

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, 2002 were $0.00.


                                       1
<PAGE>

As of June 11, 2003, 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 750,000 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/A

This Amendment No. 1 to the Annual Report on Form 10-KSB/A for the fiscal year
ended December 31, 2002, is being filed since the audited financial statements
have been amended to record an omitted transaction for $750. 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.


                                       2
<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 filed a
Registration Statement on Form SB-2 on September 14, 2000, which was amended on
December 28, 2000 (SEC File No. 333-45776). Subsequently, we withdrew this
Registration Statement on January 4, 2002, because of our inability, as a blank
check company, to offer our securities in most states. 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.

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
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.


                                       3
<PAGE>

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     competitive position of the target business;

o     stage of development of the target business;

o     degree of current or potential market acceptance of the target business,
      products or services;

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 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.


                                       4
<PAGE>

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.


                                       5
<PAGE>

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.

We will not effect a business combination with any entity in which our
promoters, management or their affiliates or associates, directly or indirectly,
have an ownership interest.

We currently have no employees, other than our chief executive officer, Johnny
R. Thomas, who serves without compensation. 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.

ITEM 2. DESCRIPTION OF PROPERTY

During the fiscal year ended December 31, 2002, we rented office space,
telephone and secretarial services from Falcon Financial Group, LLC, at 1700 W.
Horizon Ridge Parkway, Suite 202, Henderson, NV 89012. Our sublease was on an
oral basis, and the landlord was a non-affiliated third party. Falcon is an
entity controlled by Johnny R. Thomas, our chief executive officer. We are
currently operating from Dr. Thomas' residence.

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 2002.


                                       6
<PAGE>

                                     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 during the three year period ended December 31, 2002. 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, 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 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.


                                       7
<PAGE>

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 and in the process of raising capital. 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 operations is contingent upon obtaining adequate financial resources.
As of December 31, 2002, 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 $2,780. 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, or an aggregate of $20,500, for operating expenses. The
loans were made by Estancia LLC, an entity established by our President for
estate planning purposes. These loans were originally repayable on December 31,
2002 and bear interest at a rate of 6% per annum. On February 28, 2003, we
received another loan from Estancia for $4,000. Dr. Thomas has agreed to extend
the due date of each loan until October 31, 2004 unless we complete a business
combination earlier. If we do complete a business combination, then we will seek
to have the target business repay the loans. Although this is not a requirement
for the completion of a business combination, it is a factor we would consider
in evaluating potential combinations. 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.


                                       8
<PAGE>

Our auditors have included an explanatory paragraph in their report for the year
ended December 31, 2002, 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, 2002, we had no operating business and thus no equipment and
no employees, other than our president, who does not receive a 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, 2002 AND DECEMBER 31, 2001

Net cash used in operating activities for the twelve months ended December 31,
2002 was $7,621, compared to $2,757 for the twelve months ended December 31,
2001. During the twelve months ended December 31, 2002, the Company had no
revenues but received $9,000 in loans for operating expenses from an entity
established by our president for estate planning purposes. As a result, cash on
hand increased by $1,379 for the twelve months ended December 31, 2002 to
$2,780.

The operating expenses of $20,841 for the twelve month period ended December 31,
2002 and $3,425 for the twelve months ended December 31, 2001 resulted primarily
from accounting/auditing, legal and general administrative expenses.


                                       9
<PAGE>

                                  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 with another
company. 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, 2002, 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
executive officer and sole director, Johnny Thomas. Notwithstanding the
importance of Mr. Thomas, we have not entered into any employment agreement or
other understanding with Mr. Thomas concerning compensation or obtained any "key
man" life insurance on his life. The loss of the services of Mr. Thomas will
have a material adverse effect on our business objectives. We will rely upon the
expertise of Mr. Thomas 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.


                                       10
<PAGE>

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. Thomas intends to resign as the sole officer and
director of the Company. 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.


                                       11
<PAGE>

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,
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


                                       12
<PAGE>

                                    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 sole director and
executive officer of the Company:

Name                   Age        Title
----                   ---        -----
Johnny R. Thomas       61         Chief Executive Officer, President, Treasurer,
                                  and Sole Director

Johnny R. Thomas, Chief Executive Officer, President, Treasurer and sole
director since our formation, has been a Managing Member of Falcon Financial
Group LLC since January 14, 2000, and since March 1999 has been engaged in the
business of venture capital. Falcon is engaged in the business of providing
assistance or advice to private companies on capital formation and on becoming a
publicly traded company and introductions to investment banking firms. Mr.
Thomas is Chief Executive Officer, President, Treasurer and a director of Crest
View, Inc., a public company seeking to develop a tourist destination business
in Honduras. From April 1, 1994 until February 22, 1999, he served as Chairman
of the Board and Chief Executive Officer of AgriBioTech ("ABT"), a director of
ABT since September 30, 1993, and was also President of ABT from April 1, 1994
until December 31, 1997. On January 25, 2000, approximately 11 months after Mr.
Thomas resigned from ABT, ABT and several of the subsidiaries filed a voluntary
case with the United States Bankruptcy Court in the District of Nevada under
Chapter 11 of the United States Bankruptcy Code and operated its business as a
debtor in possession until its assets were sold. Dr. Thomas received his Ph.D.
degree in genetics/plant breeding from Oregon State University in 1966.

Our chief executive officer, Johnny R. Thomas, has not been involved in a prior
blank check offering. However, ABT and Decision Link, Inc. (formerly known as
FiberChem, Inc.), companies in which Dr. Thomas served an executive officer and
director, were formed as blank check companies which merged with operating
entities. He did not have any interest in either black check company prior to
such mergers.

Mr. Thomas is not required to commit his full time to the affairs of the Company
and it is likely that he will not devote a substantial amount of time to the
affairs of the Company.

MEETINGS OF THE BOARD

Our sole director is, and always has been, Mr. Thomas. As of June 11, 2003, 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 all
agreements and stock issuances in the fiscal year ended December 31, 2002. As we
only have one board member, we do not have separate or independent audit or
compensation committees.


                                       13
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

Johnny R. Thomas is the sole officer and director of the Company. Mr. Thomas
receives no compensation for his services as the sole director and/or president
and secretary 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 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)
----                                  -------------        ----------------
Johnny R. Thomas (3)                  3,000,000(4)                80%
1700 W. Horizon Ridge Parkway
Henderson, NV 89012

Snow Becker Krauss P.C. (5)             866,666(6)                27%
605 Third Avenue
New York, NY 10158

All Officers and                      3,866,666                 97.5%
Directors as a Group
(2 persons)


-------------

(1)   Unless otherwise indicated, the company has been advised that all
      individuals 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.


                                       14
<PAGE>

(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)   Dr. Thomas is chief executive officer, president, treasurer and sole
      director of the company.

(4)   Consists of 2,250,000 shares of common stock and 750,000 shares issuable
      upon exercise of Class A Warrants registered in the name of Estancia LLC,
      an entity established by Dr. Thomas for estate planning purposes.

(5)   This partnership consists of members of Snow Becker Krauss P.C., counsel
      to the company. Elliot H. Lutzker, a member of Snow Becker Krauss P.C., is
      secretary of the company.

(6)   Consists of 610,000 shares of Common Stock and 203,333 shares issuable
      upon exercise of Class A Warrants registered in the name of SBK Investment
      Partners and 40,000 shares of Common Stock and 13,333 shares issuable upon
      exercise of Class A Warrants registered in the name of Snow Becker Krauss
      P.C.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 28, 2000, upon the formation of the company, Johnny R. Thomas,
founder and 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 counsel to the Company, and its assignee for consulting services
rendered.

During the fiscal year ended December 31, 2002, we rented office space,
telephone and secretarial services from Falcon Financial Group LCC, at 1700 W.
Horizon Ridge Parkway, Suite 202, Henderson, NV 89012. Our sublease was on an
oral basis, and the landlord was a non-affiliated third party. Falcon is an
entity controlled by our chief executive officer. We agreed to pay Falcon $50
per month which we will repay upon completion of a business combination, from
the proceeds from the sale of our company to a target business. We are currently
operating from Dr. Thomas' residence.


                                       15
<PAGE>

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 an
additional loan of $4,000 on February 28, 2003. Dr. Thomas has agreed to extend
the due date of each loan until October 31, 2004 unless we complete a business
combination earlier. If we do complete a business combination, then we will seek
to have the target business repay the loans. Although this is not a requirement
for the completion of a business combination, it is a factor we would consider
in evaluating potential combinations.

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)

   10.1              Promissory Note by and between Twin Lakes, Inc. and
                     Estancia LLC, dated August 23, 2000. (2)

   10.2              Promissory Note by and between Twin Lakes, Inc. and
                     Estancia LLC, dated September 7, 2000. (2)

   10.3              Promissory Note by and between Twin Lakes, Inc. and
                     Estancia LLC, dated February 20, 2001. (2)

   10.4              Promissory Note by and between Twin Lakes, Inc. and
                     Estancia LLC, dated August 31, 2002. (2)

   10.5              Promissory Note by and between Twin Lakes, Inc. and
                     Estancia LLC, dated October 31, 2002.*

   10.6              Promissory Note Extension by and between Twin Lakes, Inc.
                     and Estancia LLC dated December 31, 2002.*

   10.7              Promissory Note by and between Twin Lakes, Inc. and
                     Estancia LLC, dated February 28, 2003.*


                                       16
<PAGE>

99.1 Certification 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.

(2)   Incorporated by reference from the Company's Amended Registration
      Statement on Form 10-SB, filed with the Securities and Exchange Commission
      on January 7, 2003.

(3)   Incorporated by reference from the Company's Amended Registration
      Statement on Form 10-SB, filed with the Securities and Exchange Commission
      on April 16, 2003.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of 2002.

ITEM 14. CONTROLS AND PROCEDURES

An evaluation was performed, as of June 11, 2003, under the supervision of
Johnny R. Thomas, our sole officer and director, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on such
evaluation, Dr. Thomas has concluded that our disclosure controls and procedures
were effective as of June 11, 2003. There have been no significant changes in
our internal controls or in other factors that could significantly affect our
internal controls subsequent to June 11, 2003.


                                       17
<PAGE>

                                TWIN LAKES, INC.
                          (A Development Stage Company)

                                      INDEX

                                                                         Page(s)
                                                                         -------
Independent Auditors' Report                                             F - 2.

Financial Statements:
   Balance Sheets as of December 31, 2002 and 2001                       F - 3.
   Statements of Operations for the Period from Inception,
     January 28, 2000 to December 31, 2002 (the development stage)
     and the Years Ended December 31, 2002 and 2001                      F - 4.

   Statement of Stockholders' Equity for the Period from
     Inception, January 28, 2000 to December 31, 2002                    F - 5.

   Statements of Cash Flows for the Period from Inception, January 28,
     2000 to December 31, 2002 (the development stage)
     and the Years Ended December 31, 2002 and 2001                      F - 6.

Notes to Financial Statements                                            F - 7.


                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders
Twin Lakes, Inc.
Henderson, Nevada

We have audited the accompanying balance sheets of Twin Lakes, Inc. (a
development stage company), as of December 31, 2002 and 2001, 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, 2002. 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, 2002 and 2001, 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 Note
1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


                                     /s/ Lazar Levine & Felix LLP
                                     ----------------------------
                                     LAZAR LEVINE & FELIX LLP

New York, New York
May 19, 2003 except for the
final paragraph of Note 4, the
date of which is January 4, 2005


                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                                TWIN LAKES, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2002 AND 2001

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

                                   - ASSETS -
<S>                                                                    <C>          <C>
CURRENT ASSETS:
     Cash                                                              $  2,780     $  1,401
                                                                       --------     --------

TOTAL ASSETS                                                           $  2,780     $  1,401
                                                                       ========     ========

               - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
     Accrued expenses                                                  $ 13,323     $    853
     Loans payable - stockholder (Note 3)                                20,500       11,500
                                                                       --------     --------
TOTAL CURRENT LIABILITIES                                                33,823       12,353
                                                                       --------     --------

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                                             750           --
     Deficit accumulated during the development stage                   (34,793)     (13,952)
                                                                       --------     --------
                                                                        (31,043)     (10,952)
                                                                       --------     --------

                                                                       $  2,780     $  1,401
                                                                       ========     ========
</TABLE>

See accompanying notes


                                      F-3
<PAGE>

                                TWIN LAKES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

                           Cumulative During the
                             Development Stage      Year Ended December 31,
                           (January 28, 2000 to    -------------------------
                            December 31, 2002)       2002             2001
                           ---------------------   --------         --------
REVENUES                      $     --             $     --         $     --
                              --------             --------         --------

COSTS AND EXPENSES:
     Professional fees          23,925               17,175              750
     Filing fees                 9,024                2,784            1,948
     Other expenses                245                  137               59
     Interest expense            1,599                  745              668
                              --------             --------         --------
                                34,793               20,841            3,425
                              --------             --------         --------

NET LOSS                      $(34,793)            $(20,841)        $ (3,425)
                              ========             ========         ========

See accompanying notes


                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                                       TWIN LAKES, INC.

(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                                Deficit
                                                        Common Shares        Additional   Accumulated During  Stockholders'
                                                    ---------------------      Paid-in      the Development       Equity
                                                   Number          Amount      Capital           Stage           (Deficit)
                                                   ----------------------    ----------   ------------------    ----------
<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)

Share transfer for 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)
                                                   =========    =========    =========     =========           =========
</TABLE>

See accompanying notes


                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                                    TWIN LAKES, INC.
                              (A Development Stage Company)
                                STATEMENTS OF CASH FLOWS

                                                          Cumulative During the
                                                            Development Stage        Year Ended December 31,
                                                           (January 28, 2000 to     ------------------------
                                                            December 31, 2002)         2002         2001
                                                           ---------------------     --------     ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
<S>                                                          <C>                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                $(34,793)               $(20,841)    $ (3,425)
     Adjustments to reconcile net loss to net cash
       utilized by operating activities:
       Compensatory shares                                        750                     750           --
       Increase in accrued expenses                            13,323                  12,470          668
                                                             --------                --------     --------
         Net cash utilized by operating activities            (20,720)                 (7,621)      (2,757)
                                                             --------                --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from stockholders' loans                         20,500                   9,000        2,500
     Sale of common units                                       3,000                      --           --
                                                             --------                --------     --------

         Net cash provided by financing activities             23,500                   9,000        2,500
                                                             --------                --------     --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            2,780                   1,379         (257)

     Cash and cash equivalents at beginning of period              --                   1,401        1,658
                                                             --------                --------     --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  2,780                $  2,780     $  1,401
                                                             ========                ========     ========
</TABLE>

See accompanying notes


                                      F-6
<PAGE>

                                 TWIN LAKES INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

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.

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


                                      F-7
<PAGE>

                                 TWIN LAKES INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 3 - LOANS PAYABLE - STOCKHOLDER:

On August 23, 2000, September 7, 2000, February 20, 2001, August 31, 2002 and
October 31, 2002, the Company received $6,000, $3,000, $2,500, $2,000 and
$7,000, respectively, for operating expenses from Estancia LLC, an entity
established by its President for estate planning purposes. These loans were
originally repayable on December 31, 2002 and bear interest at a rate of 6% per
annum. In February 2003, subsequent to the balance sheet date, the Company
received an additional loan of $4,000. Dr. Thomas, the Company's President, has
agreed to extend the due date of each loan until October 31, 2004 unless the
Company completes a business combination earlier. If the Company does complete a
business combination, then it will seek to have the target business repay the
loans. Although this is not a requirement for the completion of a business
combination, it is a factor the Company would consider in evaluating potential
combinations.

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 no plans, proposals, arrangements or understandings with respect to
selling its securities prior to the location of a target business.

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. 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.

The Company has 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.


                                      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 Kling
                                    --------------------------------------------
                                    Arnold Kling, Chief Executive Officer,
                                    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.

Dated: February 25, 2005            Twin Lakes, Inc.

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



Dated: February 25, 2005            Twin Lakes, Inc.

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


                                      F-9