UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

FORM 10-K

ANNUAL
REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission file number: 000-50085

|                                                       
|-------------------------------------------------------
|Twin Lakes Delaware, Inc.                              
|                                                       
|(Exact Name of Registrant as Specified in
 its Charter)

|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|Delaware                                                        |  | 88-0462760                           
|                                                                |  |                                      
|(State or Other Jurisdiction of
 Incorporation or Organization) |  | (I.R.S. Employer
 Identification No.)

47 School Avenue
Chatham, New Jersey 07928
(Address of Principal Executive Offices)

Registrants telephone number, including area
code: (973) 635-4047

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

Securities registered pursuant to section
12(g) of the Act:

Common Stock, $.001 par value
(Title of class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities Act. YesoNox

Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. YesoNox

Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yesx No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|                          |                            
|------------------------- | ---------------------------
|Large Accelerated Filer o | Accelerated Filer o        
|Non-accelerated filer o   | Smaller reporting company x

Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YesxNoo

For
the year ended December 31, 2008, the issuer had no revenues.

As
of February 20, 2009, there was no trading market for the issuers common
stock, $.001 par value.

The
number of shares outstanding of the issuers common stock, $.001 par value, as
of February 20, 2009 was 2,583,941 shares.

DOCUMENTS INCORPORATED BY REFERENCE
NONE.

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Twin Lakes Delaware, Inc.

Form 10-K Annual
Report
Table of Contents

|            |                                                                                                               |  |   
|----------- | ------------------------------------------------------------------------------------------------------------- |  | --
|PART I      |                                                                                                               |  |   
|Item 1.     | Business                                                                                                      |  | 3 
|Item 1A.    | Risk Factors                                                                                                  |  | 5 
|Item 1B.    | Unresolved Staff Comments                                                                                     |  | 7 
|Item 2.     | Properties                                                                                                    |  | 7 
|Item 3.     | Legal Proceedings                                                                                             |  | 7 
|Item 4.     | Submission of Matters to a Vote of Security Holders                                                           |  | 7 
|PART II     |                                                                                                               |  |   
|Item 5.     | Market for Registrants Common Equity, Related Stockholder Matters
 and Issuer Purchases of Equity Securities |  | 7 
|Item 6.     | Selected Financial Data                                                                                       |  | 8 
|Item 7.     | Managements Discussion and Analysis of Financial Condition and
 Results of Operations                        |  | 8 
|Item 7A.    | Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 9 
|Item 8.     | Financial Statements and Supplementary Data                                                                   |  | 9 
|Item 9.     | Change in and Disagreements with Accountants on Accounting and
 Financial Disclosure                          |  | 10
|Item 9A(T). | Controls And Procedures                                                                                       |  | 10
|Item 9B.    | Other Information                                                                                             |  | 10
|PART III    |                                                                                                               |  |   
|Item 10.    | Directors, Executive Officers, and Corporate Governance                                                       |  | 11
|Item 11.    | Executive Compensation                                                                                        |  | 12
|Item 12.    | Security Ownership of Certain Beneficial Owners and Management and
 Related Stockholder Matters               |  | 13
|Item 13.    | Certain Relationships and Related Transactions, and Director
 Independence                                    |  | 14
|Item 14.    | Principal Accountant Fees and Services                                                                        |  | 14
|PART IV     |                                                                                                               |  |   
|Item 15.    | Exhibits and Financial Statement Schedules                                                                    |  | 15

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Annual Report on Form 10-K are
forward-looking statements regarding the plans and objectives of management
for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Our plans and objectives are
based, in part, on assumptions involving judgments with respect to, among other
things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Although we believe that our assumptions
underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the forward-looking statements included in this report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein particularly in view of the current
state of our operations, the inclusion of such information should not be
regarded as a statement by us or any other person that our objectives and plans
will be achieved. Factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements include, but
are not limited to, the factors set forth herein under the headings Business,
Managements Discussion and Analysis of Financial Condition and Results of
Operations and Risk Factors. We undertake no obligation to revise or update
publicly any forward-looking statements for any reason.The terms we, our,
us, or any derivative thereof, as used herein refer to Twin Lakes Delaware,
Inc.

2

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PART 1

|        |          
|------- | ---------
|ITEM 1. | BUSINESS.

THE COMPANYS
HISTORY

We were
originally organized as Twin Lakes, Inc. (Twin Lakes) under the laws of the
state of Nevada on January 28, 2000 for the purpose of serving as a vehicle to
raise capital and to acquire an operating business. On May 31, 2006, our board
of directors approved the merger of Twin Lakes into Twin Lakes Delaware, Inc.
(we, our, us, or Twin Lakes Delaware) a corporation organized under the
laws of the State of Delaware. Effective June 8, 2006, pursuant to the
applicable provisions of the Nevada Revised Statutes (the NRS), Twin Lakes
was merged with and into Twin Lakes Delaware which became the surviving
corporation and every five (5) issued and outstanding shares of Twin Lakes
common stock was automatically converted into one (1) share of common stock,
par value $.001 per share (Common Stock), of Twin Lakes Delaware (the
Delaware Merger).

Unless
otherwise stated, all share and per share information in these audited
financial statements is presented as if the Delaware Merger took place at the
beginning of all periods presented. The separate existence of Twin Lakes ceased
on June 8, 2006 in accordance with the applicable provisions of the NRS.

We currently
have no definitive agreements or understandings with any prospective business
combination candidates and there are no 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
our securities. 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 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 shell 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 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.

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. Our officers may be entitled to
receive compensation from a target company they identify or provide services to
in connection with a business combination. 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.

We do not
expect our present management to play any managerial role for us 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 numerous factors, including the
following:

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

3

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|  |                                                                                                       
|- | ------------------------------------------------------------------------------------------------------
|- | costs
 associated with effecting the business combination;                                            
|  |                                                                                                       
|- | equity
 interest retained by our shareholders in the merged entity;                                   
|  |                                                                                                       
|- | growth
 potential of the target business;                                                             
|  |                                                                                                       
|- | capital
 requirements of the target business;                                                         
|  |                                                                                                       
|- | capital
 available to the target business;                                                            
|  |                                                                                                       
|- | stage of
 development of the target business;                                                         
|  |                                                                                                       
|- | proprietary
 features and degree of intellectual property or other protection of the
 target business;
|  |                                                                                                       
|- | the
 financial statements of the target business; and                                                 
|  |                                                                                                       
|- | 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 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
very 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 our business and affairs. 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 us, the target business and our respective shareholders. 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 us, the target business, and our respective shareholders.

We may acquire
a company or business by purchasing 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, as amended (the
Investment Act) 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

4

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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 operate any business in the
future 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 shareholders of a target business under the laws of its state of
organization. This may prove to be deterrent to a particular combination.

|         |              
|-------- | -------------
|ITEM 1A. | RISK FACTORS.

WE HAVE NO
OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.

Since our
inception we have had no operating business or plans to develop one. We are
currently seeking to enter into a merger or business combination with another
company. To date, our efforts have been limited to meeting our regulatory
filing requirements and searching for a merger target.

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
SUBSTANTIALLY UPON OUR PRESIDENT, WHOSE EXPERIENCE IS LIMITED, TO MAKE ALL
MANAGEMENT DECISIONS.

Our ability to
effect a merger will be dependent upon the efforts of our president, Arnold
Kling. Notwithstanding the importance of Mr. Kling, we have not entered into
any employment agreement or other understanding with Mr. Kling concerning
compensation or obtained any key man life insurance on any of his life. The
loss of the services of Mr. Kling will have a material adverse effect on our
business objectives and success. We rely upon the expertise of Mr. Kling and do
not anticipate that we will hire additional personnel.

THERE MAY BE
CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT
SHAREHOLDERS.

Conflicts of
interest create the risk that management may have an incentive to act adversely
to the interests of other investors. Our officers may be entitled to receive
compensation from a target company they identify or provide services to in
connection with a business combination. A conflict of interest may arise
between our managements personal pecuniary interest and their fiduciary duty to
our shareholders. Further, our managements own pecuniary interest may at some
point compromise their fiduciary duty to our shareholders. In addition, Mr.
Kling, our president and sole director, and Mr. Warshaw, our chief financial
officer, are currently involved with other blank check offerings and conflicts
in the pursuit of business combinations with such other blank check companies
with

5

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which they and
affiliates of our majority shareholder are, and may in the future be affiliated
with, may arise. Further, Rodman & Renshaw, LLC, a registered broker-dealer
and affiliate of our majority shareholder (Rodman & Renshaw),
may act as investment banker, placement agent or financial consultant to us in
connection with a potential business combination transaction and may receive a
fee and/or securities for such services. We cannot assure you that conflicts of
interest among us, our management, Rodman & Renshaw and our shareholders
will not develop.

THERE IS
COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
THE TYPE CONTEMPLATED BY MANAGEMENT.

We are in a
highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do; consequently,
we will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

FUTURE SUCCESS
IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.

The nature of
our operations is highly speculative. The success of our plan of operation will
depend to a great extent on the operations, financial condition and management
of the identified business opportunity. While management intends to seek
business combination(s) with entities having established operating histories,
we cannot assure you that we will be successful in locating candidates meeting
that criterion. In the event we complete a business combination, the success of
our operations may be dependent upon management of the successor firm or
venture partner firm and numerous other factors beyond our control.

WE HAVE NO
AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.

We have no
agreement with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. No assurances can be given that we
will successfully identify and evaluate suitable business opportunities or that
we will conclude a business combination. Management has not identified any
particular industry or specific business within an industry for evaluation. We
cannot guarantee that we will be able to negotiate a business combination on
favorable terms, and there is consequently a risk that funds allocated to the
purchase of our shares will not be invested in a company with active business
operations.

MANAGEMENT
WILL CHANGE UPON THE CONSUMMATION OF A MERGER.

After the
closing of a merger or business combination, it is likely our current
management will not retain any control or managerial responsibilities. Upon
such event, Mr. Kling and Mr. Warshaw intend to resign from their positions
with us.

CURRENT
SHAREHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER OR
BUSINESS COMBINATION.

Our
Certificate of Incorporation authorized the issuance of 40,000,000 shares of
our Common Stock. There are currently 37,416,059 authorized but unissued shares
of Common Stock available for issuance. To the extent that additional shares of
Common Stock are authorized and issued in connection with a merger or business
combination, our shareholders could experience significant dilution of their
respective ownership interests. Furthermore, the

6

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issuance of a
substantial number of shares of Common Stock may adversely affect prevailing
market prices, if any, for our Common Stock and could impair our ability to
raise additional capital through the sale of equity securities.

CONTROL
BY EXISTING SHAREHOLDER.

R&R Biotech Partners,
LLC beneficially owns over 73% of the outstanding shares of our Common Stock.
As a result, this shareholder is able to exercise control over matters
requiring shareholder approval, including the election of directors, and the
approval of mergers, consolidations and sales of all or substantially all of
our assets.

|         |                           
|-------- | --------------------------
|ITEM 1B. | UNRESOLVED STAFF COMMENTS.

None.

|        |            
|------- | -----------
|ITEM 2. | PROPERTIES.

Our principal offices are
located at 47 School Avenue, Chatham, New Jersey which are owned by Kirk M.
Warshaw, LLC (the LLC), an affiliated company of Kirk Warshaw, our chief
financial officer and secretary. We occupy our principal offices on a month to
month basis. On January 1, 2009, we began paying a quarterly fee of $500 for to
the LLC for the use and occupancy, and administrative services, related to our
principal offices. We do not own or intend to invest in any real property. We
currently have no policy with respect to investments or interests in real
estate, real estate mortgages or securities of, or interests in, persons
primarily engaged in real estate activities.

|        |                   
|------- | ------------------
|ITEM 3. | LEGAL PROCEEDINGS.

None.

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

None.

PART II

|        |                                                                                                      
|------- | -----------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER
 MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information. Our Common Stock is not trading on any
public trading market or stock exchange. No assurance can be given that any
market for our Common Stock will ever develop.

(b) Holders. As of February 20, 2009, there were seven record holders of all of
our issued and outstanding shares of Common Stock.

(c) Dividend Policy

We have not declared or paid
any cash dividends on our Common Stock and do not intend to declare or pay any
cash dividend in the foreseeable future. The payment of dividends, if any, is
within the discretion of the Board of Directors and will depend on our
earnings, if any, our capital requirements and financial condition and such
other factors as the Board of Directors may consider.

7

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|        |                         
|------- | ------------------------
|ITEM 6. | SELECTED FINANCIAL DATA.

As a smaller reporting
company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), we are not required to provide the information
required by this item.

|        |                                                                                        
|------- | ---------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS.

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 operating business
entity (a Merger Target) desiring the perceived advantages of becoming a
publicly reporting and publicly held corporation. We have no operating
business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

We are not
currently engaged in any business activities that provide cash flow. The costs
of investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with money in our treasury.

During the
next twelve months we anticipate incurring costs related to:

| |      |                                                                  
| | ---- | -----------------------------------------------------------------
| | (i)  | filing of
 Exchange Act reports, and                             
| |      |                                                                  
| | (ii) | identifying
 and consummating a transaction with a Merger Target.

We believe we
will be able to meet these costs through use of funds in our treasury and
additional amounts, as necessary, to be loaned to or invested in us by our
shareholders, management or other investors.

We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial additional
capital, but which desires to establish a public trading market for its shares,
while avoiding, among other things, the time delays, significant expense, and
loss of voting control which may occur in a public offering.

Messrs. Kling
and Warshaw 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. No cash or set
compensation has or will be paid to any officer or director in their capacities
as such. We do not anticipate hiring any full-time employees as long as we are
seeking and evaluating business opportunities.

Since
inception, we had not incurred any material costs or expenses other than those
associated with our minimal operations necessary to meet regulatory
requirements. As of December 31, 2008, we had cash on hand of $9,381. Since we
have no revenue or plans to generate any revenue, if our expenses exceed our
cash currently on hand we will be dependent upon loans to fund losses incurred
in excess of our cash.

8

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EQUIPMENT AND
EMPLOYEES

As of December
31, 2008, we had no operating business, no equipment, and no employees. We do
not intend to develop our own operating business but instead plan to merge with
an operating company.

Results of Operations

Continuing Operating Expenses For
The Fiscal Year Ended December 31, 2008 Compared To The Fiscal Year Ended
December 31, 2007

Because we
currently do not have, nor have we ever had since inception, any business
operations, we had no revenues during the years ended December 31, 2008 and
2007, respectively. Total expenses for the years ended December 31, 2008
decreased to $24,822, as compared to $31,919 for the same period in 2007. The
expenses incurred in 2008 and 2007 constituted professional and filing fees.
The decrease in expenses in 2008 is related to a decrease in legal fees.

Liquidity and Capital
Resources

Our principal
source of operating capital recently has been provided in the form of loans and
capital contributions from our shareholders. We do not have any revenues from
any operations absent a merger or other combination with an operating company
and no assurance can be given that such a merger or other combination will
occur or that we can engage in any public or private sales of our equity or
debt securities to raise working capital. We are dependent upon future loans
from our present shareholders or management and there can be no assurances that
our present shareholders or management will make any loans to us. At December
31, 2008, we had cash of $9,381 and negative working capital of $3,295.

Our present
material commitments are professional and administrative fees and expenses
associated with the preparation of filings with the SEC and other regulatory
requirements. In the event that we engage in any merger or other combination
with an operating company, it is likely that we will have additional material
commitments.

Commitments

We do not have
any commitments which are required to be disclosed in tabular form as of
December 31, 2008.

Off-Balance Sheet
Arrangements

As of December
31, 2008, we have no off-balance sheet arrangements such as guarantees,
retained or contingent interest in assets transferred, obligation under a
derivative instrument and obligation arising out of or a variable interest in
an unconsolidated entity.

|         |                                                             
|-------- | ------------------------------------------------------------
|ITEM 7A. | QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting
company, as defined in Rule 12b-2 of the Exchange Act, we are not required to
provide the information required by this item.

|        |                                              
|------- | ---------------------------------------------
|ITEM 8. | FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA.

See the index to the
Financial Statements below, beginning on page F-1.

9

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|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|ITEM 9. | CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Effective
January 22, 2007, we dismissed Lazar Levine & Felix LLP (Lazar) from
serving as our independent accountants and engaged Sherb & Co., LLP as our
new independent accountants. There were no disagreements, adverse opinions or
disclaimer of opinion by Lazar at the time of the change or during the fiscal
year ended December 31, 2008.

|            |                          
|----------- | -------------------------
|ITEM 9A(T). | CONTROLS
 AND PROCEDURES.

(a)
Evaluation of Disclosure Controls and Procedures

Our
management, with the participation of our president and chief financial
officer, carried out an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and
15-d-15(e)) as of the end of the period covered by this report (the Evaluation
Date). Based upon that evaluation, the president and chief financial officer
concluded that as of the Evaluation Date, our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act (i) is
recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms and (ii) is accumulated and communicated to our
management, including our president and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure.

(b) Managements Report on Internal Control over Financial
Reporting

Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our
management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2008. In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework. Our management
has concluded that, as of December 31, 2008, our internal control over
financial reporting is effective based on these criteria. This annual report
does not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting. Managements report was
not subject to attestation by our registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only managements report
in this annual report.

(c)
Changes in Internal Control over Financial Reporting

There were no changes in our
internal controls over financial reporting that occurred during the last
fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

|         |                  
|-------- | -----------------
|ITEM 9B. | OTHER INFORMATION

On January 29, 2009, we
entered into an agreement with Kirk M. Warshaw, LLC (the LLC) for the use and
occupancy, and administrative services, related to our principal offices. The
agreement provides for quarterly payments from us to the LLC of $500. The
effective date of the agreement is January 1, 2009. Kirk Warshaw, our chief
financial officer, is a managing member of the LLC.

10

---



PART III

|         |                                                         
|-------- | --------------------------------------------------------
|ITEM 10. | DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following
table sets forth information concerning our officers and directors as of
February 20, 2009:

|                 |  |     |  |                                        
|---------------- |  | --- |  | ---------------------------------------
|Name             |  | Age |  | Title                                  
|                 |  |     |  |                                        
|Arnold P.
 Kling |  | 50  |  | President,
 treasurer and director     
|Kirk M.
 Warshaw |  | 50  |  | Chief
 financial officer, and secretary

Arnold P. Kling.
Mr. Kling has served as a director, our president and treasurer since January
2004. Mr. Kling is currently a Managing Director of GH Venture Partners, LLC, a
private equity and merchant banking boutique for which he also served as a
Managing Director and General Counsel from 1995 to 1999. From 1999 through
August 2005, Mr. Kling was the president of Adelphia Holdings, LLC, a merchant-banking
firm, as well as the managing member of several private investment funds. From
1993 to 1995 he was a senior executive and general counsel of a Nasdaq listed
licensing and multimedia company. From 1990 through 1993, Mr. Kling was an
associate and partner in the corporate and financial services department of
Tannenbaum, Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law
firm. Mr. Kling received a Bachelor of Science degree from New York University
in International Business in 1980 and a Juris Doctor degree from Benjamin
Cardozo School of Law in 1983. Mr. Kling currently also serves as a director
and president of R&R Acquisition, V, Inc., R&R Acquisition, VI, Inc.,
R&R Acquisition, VII, Inc., R&R Acquisition, VIII, Inc., R&R
Acquisition IX, Inc., R&R Acquisition X, Inc., Rodman International
Enterprises I, Ltd., Rodman International Enterprise II, Ltd., and Rodman
International Enterprise III, Ltd. (each a publicly reporting, non-trading
company), 24Holdings, Inc. (OTCBB:TWFH), Newtown Lane Marketing, Incorporated
(OTCBB:NTWN) and Mattmar Minerals, Inc. (OTCBB:MTTM).

Kirk M. Warshaw.
Mr. Warshaw has served as our chief financial officer since January 2004 and
our secretary since September 2005. Mr. Warshaw is a financial professional
who, since 1990, has provided clients in a multitude of different industries
with advice on accounting, corporate finance, and general business matters.
Prior to starting his own consulting firm, from 1983 to 1990, he held the
various titles of controller, chief financial officer, president, and chief
executive officer at three separate financial institutions in New Jersey. From
1980 through 1983, Mr. Warshaw was a Senior Accountant at the public accounting
firm of Deloitte, Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh
University and has been a CPA in New Jersey since 1982. Mr. Warshaw is
currently also the chief financial officer and director of 24Holdings, Inc.
(OTCBB:TWFH); the chief financial officer of R&R Acquisition, V, Inc.,
R&R Acquisition, VI, Inc., R&R Acquisition, VII, Inc., R&R
Acquisition, VIII, Inc., R&R Acquisition IX, Inc., R&R Acquisition X,
Inc., Rodman International Enterprises I, Ltd., Rodman International Enterprise
II, Ltd., and Rodman International Enterprise III, Ltd. (each a publicly
reporting, non-trading company), Newtown Lane Marketing, Incorporated
(OTCBB:NTWN), and Mattmar Minerals, Inc. (OTCBB:MTTM) and a director of two
privately owned entities.

Mr. Kling and
Mr. Warshaw are not required to commit their full time to our business affairs
and they will not devote a substantial amount of time to our business affairs.

Compensation and Audit Committees

As we only have one board
member and given our limited operations, we do not have separate or independent
audit or compensation committees. Our Board of Directors has determined that it
does not have an audit committee financial expert, as that term is defined in
Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any
procedures by which our shareholders may recommend nominees to our Board of
Directors.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the
Exchange Act requires our directors and executive officers and persons who
beneficially own more than ten percent of our Common Stock (collectively, the
Reporting Persons) to report their ownership of and transactions in our
Common Stock to the SEC. Copies of these reports are also required to be
supplied to us. To our

11

---



knowledge, during the fiscal
year ended December 31, 2008 the Reporting Persons complied with all applicable
Section 16(a) reporting requirements.

Code of Ethics

We have not
adopted a Code of Ethics given our limited operations. We expect that our Board
of Directors following a merger or other acquisition transaction will adopt a
Code of Ethics.

|         |                         
|-------- | ------------------------
|ITEM 11. | EXECUTIVE
 COMPENSATION.

Arnold Kling
and Kirk Warshaw are our sole officers and Arnold Kling is our sole director.
Neither receives any regular compensation for their services rendered on our
behalf. Neither Mr. Kling nor Mr. Warshaw received any compensation during the
years ended December 31, 2008 and 2007. No officer or director is required to
make any specific amount or percentage of his business time available to us.

While we do not presently
anticipate engaging the services of professional firms that specialize in
finding business acquisitions on any formal basis, we may engage such firms in
the future, in which event we may be required to pay a finders fee or other
compensation. In no event, however, will we pay a finders fee or commission to
any of our officers and directors or any entity with which an officer or
director is affiliated. We do not have any incentive or stock option plan in
effect.

Director Compensation

We do not currently pay any
cash fees to our sole director, nor do we pay directors expenses in attending
board meetings.

Employment Agreements

We
are not a party to any employment agreements.

12

---



|         |                                                                                                  
|-------- | -------------------------------------------------------------------------------------------------
|ITEM 12. | SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
 MATTERS.

The following
table sets forth certain information as of February 20, 2009 regarding the
number and percentage of our Common Stock (being our only voting securities)
beneficially owned by each officer, director, each person (including any
group as that term is used in Section 13(d)(3) of the Exchange Act) known by
us to own 5% or more of our Common Stock, and all officers and directors as a
group.

|                                                                                                                     |  |                                                  |  |                          |  |  |  |  |       |   | 
|-------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------ |  | ------------------------ |  |  |  |  | ----- | - | 
|Name of Beneficial Owner                                                                                             |  | Shares of
 Common Stock
 Beneficially
 Owned (1) |  | Percentage of
 Ownership | 
|                                                                                                                     |  |                                                  |  |                          | 
|R&R
 Biotech Partners, LLC1251
 Avenue of the Americas  20th Floor
 New York, NY 10020
 Attention: David Horin, CFO |  |                                                  |  | 1,890,000                |  |  |  |  | 73.14 | % | 
|                                                                                                                     |  |                                                  |  |                          |  |  |  |  |       |   | 
|Turquoise
 Partners, LLC (2)
 c/o Arnold P. Kling
 712 Fifth Avenue  11th Floor
 New York, NY 10019                 |  |                                                  |  | 589,941                  |  |  |  |  | 22.83 | % | 
|                                                                                                                     |  |                                                  |  |                          |  |  |  |  |       |   | 
|Arnold P.
 Kling (2)
 712 Fifth Avenue  11th Floor
 New York, NY 10019                                              |  |                                                  |  | 589,941                  |  |  |  |  | 22.83 | % | 
|                                                                                                                     |  |                                                  |  |                          |  |  |  |  |       |   | 
|Kirk M.
 Warshaw (3)
 47 School Avenue
 Chatham, NJ 07928                                                            |  |                                                  |  | 60,000                   |  |  |  |  | 2.32  | % | 
|                                                                                                                     |  |                                                  |  |                          |  |  |  |  |       |   | 
|All
 directors and officers (2 persons) as a group                                                                   |  |                                                  |  | 649,941                  |  |  |  |  | 25.15 | % | 
|                                                                                                                     |  |                                                  |  |                          | 

(1) Unless
otherwise indicated, we have 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 security holder, any shares which such person
has the right to acquire within 60 days of February 20, 2009 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 security holder.

(2) Arnold P. Kling, our
president and a director, controls Turquoise Partners, LLC and therefore is the
beneficial owner of the shares held by this entity.

(3) Mr. Warshaw is our chief financial
officer and secretary.

We currently do not maintain
any equity compensation plans.

13

---



|         |                                                                            
|-------- | ---------------------------------------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
 INDEPENDENCE.

Our Board of
Directors consist solely of Arnold Kling. He is not independent as such term is
defined by a national securities exchange or an inter-dealer quotation system.
During the fiscal year ended December 31, 2008 and in January 2009, R&R
Biotech Partners, LLC made a $15,000 and $5,000 capital contribution to us,
respectively.

On January 29,
2009, we entered into an agreement with Kirk M. Warshaw, LLC (the LLC) for
the use and occupancy, and administrative services, related to our principal
offices. The agreement provides for quarterly payments from us to the LLC of
$500. The effective date of the agreement is January 1, 2009. Kirk Warshaw, our
chief financial officer, is a managing member of the LLC.

|         |                                        
|-------- | ---------------------------------------
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Sherb &
Co., LLP (Sherb & Co.) is our independent registered public accounting
firm.

Audit Fees

The aggregate
fees billed by Sherb & Co. for professional services rendered for the audit
of our annual financial statements and review of financial statements included
in our quarterly reports on Form 10-Q or services that are normally provided in
connection with statutory and regulatory filings were $13,500 and $13,500 for
the fiscal years ended December 31, 2008 and 2007, respectively.

Audit-Related Fees

There were no
fees billed by Sherb & Co. for assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements for the fiscal years ended December 31, 2008 and 2007, respectively.

Tax Fees

The aggregate
fees billed by Sherb & Co. for professional services for tax compliance,
tax advice, and tax planning were $1,500 and $1,500 for the fiscal years ended
December 31, 2008 and 2007, respectively. These fees were incurred for the
preparation of our tax returns.

All Other Fees

There were no
fees billed by Sherb & Co. for other products and services for the fiscal
years ended December 31, 2008 and 2007, respectively.

Pre-Approval Policy

We do not
currently have a standing audit committee. The above services were approved by
our Board of Directors.

14

---



PART IV

Item 15. Exhibits
and Financial Statement Schedules

(a)
The following documents are filed as part of this Report:

1.
Financial Statements. The
following financial statements and the report of our independent registered
public accounting firm, are filed herewith.

| |   |                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Report of
 Independent Registered Public Accounting Firm (Sherb & Co.-2008 and 2007)                                                                                    
| |   |                                                                                                                                                                         
| |  | Balance
 Sheets at December 31, 2008 and 2007                                                                                                                           
| |   |                                                                                                                                                                         
| |  | Statements
 of Operations for the years ended December 31, 2008 and 2007and for the
 cumulative period from January 28, 2000 (Date of Inception) to December 31,
 2008  
| |   |                                                                                                                                                                         
| |  | Statements
 of Changes in Shareholders Deficiency for the period from January 28, 2000
 (Date of Inception) to December 31, 2008                                       
| |   |                                                                                                                                                                         
| |  | Statements
 of Cash Flows for the years ended December 31, 2008 and 2007, and for the
 cumulative period from January 28, 2000 (Date of Inception) to December 31,
 2008
| |   |                                                                                                                                                                         
| |  | Notes to
 Financial Statements                                                                                                                                          

| |                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. Financial Statement Schedules.                                                                                                                            
| |                                                                                                                                                              
| | Schedules
 are omitted because the information required is not applicable or the
 required information is shown in the financial statements or notes thereto.
| |                                                                                                                                                              
| |                                                                                                                                                              
| | 3. Exhibits Incorporated by Reference or Filed with
 this Report.                                                                                            

|             |  |                                                                                                    
|------------ |  | ---------------------------------------------------------------------------------------------------
|Exhibit
 No. |  | Description                                                                                        
|             |  |                                                                                                    
|10.1         |  | Occupancy
 Agreement between Twin Lakes Delaware and Kirk M. Warshaw, LLC *                        
|            
|31.1         |  | Chief
 Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley
 Act of 2002* 
|            
|31.2         |  | Chief
 Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley
 Act of 2002* 
|            
|32.1         |  | Chief
 Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley
 Act of 2002.*
|            
|32.2         |  | Chief
 Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley
 Act of 2002.*

|                   
|-------------------
|                   
|*Included
 herewith

15

---



SIGNATURES

In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                         |                            
|------------------------ | ---------------------------
|                         | Twin Lakes
 Delaware, Inc. 
|                         |                            
|Date:
 February 20, 2009 |                            
|                         |                            
|                         | By:
 /s/ Arnold P. Kling   
|                         |                            
|                         | Arnold P.
 Kling, President

In
accordance with 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 20, 2009 |  |                                              
|                         |  |                                              
|                         |  | By:
 /s/ Arnold P. Kling                     
|                         |  |                                              
|                         |  | Arnold P.
 Kling, President and Director     
|                         |  | (Principal
 Executive Officer)               
|                         |  |                                              
|Date:
 February 20, 2009 |  |                                              
|                         |  |                                              
|                         |  | By: /s/ Kirk
 M. Warshaw                     
|                         |  |                                              
|                         |  | Kirk M.
 Warshaw, Chief Financial Officer    
|                         |  | (Principal
 Financial and Accounting Officer)

16

---



Twin Lakes Delaware, Inc.(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                                        |  |             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|                                                                                                                                                                        |  | Page        
|                                                                                                                                                                        |  |             
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
 FIRM                                                                                                                |  | F-2         
|                                                                                                                                                                        |  |             
|FINANCIAL STATEMENTS                                                                                                                                                    |  |             
|                                                                                                                                                                        |  |             
|Balance Sheets as of December 31, 2008 and
2007                                                                                                                         |  | F-3         
|                                                                                                                                                                        |  |             
|Statements of Operations for the years ended December
 31, 2008 and 2007and for the cumulative period from January 28, 2000 (Date of
 Inception) to December 31, 2008   |  | F-4         
|                                                                                                                                                                        |  |             
|Statements of Changes in Shareholders
Deficiency for
 the period from January 28, 2000 (Date of Inception) to December 31, 2008                                        |  | F-5         
|                                                                                                                                                                        |  |             
|Statements of Cash Flows for the years ended December
 31, 2008 and 2007, and for the cumulative period from January 28, 2000 (Date
 of Inception) to December 31, 2008 |  | F-7         
|                                                                                                                                                                        |  |             
|NOTES TO FINANCIAL STATEMENTS                                                                                                                                           |  | F-8
 to F-11

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

Shareholders and Directors
Twin Lakes Delaware, Inc. (formerly known as Twin Lakes, Inc.)(A Development Stage Company)
Chatham, New Jersey

We have
audited the accompanying balance sheets of Twin Lakes Delaware, Inc. (A
Development Stage Enterprise) as of December 31, 2008 and 2007, and the related
statements of operations, shareholders deficit, and cash flows for each of the
years then ended December 31, 2008 and 2007 and for the period January 28, 2000
(date of inception) to December 31, 2008. 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 audit.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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 Delaware, Inc. (a Development
Stage Company) as of December 31, 2008, and the results of its operations and
its cash flows for the years ended December 31, 2008 and 2007, and for the
cumulative period from January 28, 2000 (date of inception) to December 31,
2008 in conformity with accounting principles generally accepted in the United
States of America.

|                   |                              
|------------------ | -----------------------------
|                   | /s/ SHERB
 & CO, LLP         
|                   |                              
|                   | Certified
 Public Accountants
|                   |                              
|New York, NY       |                              
|                   |                              
|February 13,
 2009 |                              

F-2

---



TWIN LAKES DELAWARE, INC.
(A Development Stage Company)BALANCE SHEETS

|                                                                                                                                      |  |             |          |      |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | -------- | ---- | - | -------- | -
|                                                                                                                                      |  | December 31 |         
|                                                                                                                                      |  |             |         
|                                                                                                                                      |  | 2008        |          | 2007 |  
|                                                                                                                                      |  |             |          |      |  
|ASSETS                                                                                                                                |  |             |          |      |   |          |  
|Cash                                                                                                                                  |  | $           | 9,381    |      | $ | 23,162   |  
|                                                                                                                                      |  |             |          |      |   |          |  
|                                                                                                                                      |  |             |          |      |   |          |  
|TOTAL ASSETS                                                                                                                          |  | $           | 9,381    |      | $ | 23,162   |  
|                                                                                                                                      |  |             |          |      |   |          |  
|                                                                                                                                      |  |             |          |      |   |          |  
|                                                                                                                                      |  |             |          |      |   |          |  
|LIABILITIES
 AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                       |  |             |          |      |   |          |  
|                                                                                                                                      |  |             |          |      |   |          |  
|Accounts payable and accrued expenses                                                                                                 |  | $           | 12,676   |      | $ | 16,636   |  
|                                                                                                                                      |  |             |          |      |   |          |  
|                                                                                                                                      |  |             |          |      |   |          |  
|TOTAL CURRENT LIABILITIES                                                                                                             |  |             | 12,676   |      |   | 16,636   |  
|                                                                                                                                      |  |             |          |      |   |          |  
|                                                                                                                                      |  |             |          |      |   |          |  
|COMMITMENTS AND CONTINGENCIES                                                                                                         |  |             |         |      |   |         |  
|                                                                                                                                      |  |             |          |      |   |          |  
|SHAREHOLDERS EQUITY (DEFICIT):                                                                                                       |  |             |          |      |   |          |  
|Preferred stock; $0.001 par value, 10,000,000 authorized in 2008 and
 2007 respectively, none issued                                  |  |             |         |      |   |         |  
|Common stock, $.001 par value; 40,000,000 shares authorized,
 2,583,941 shares issued and outstanding for 2008 and 2007, respectively |  |             | 2,584    |      |   | 2,584    |  
|Additional paid-in capital                                                                                                            |  |             | 205,505  |      |   | 190,505  |  
|Treasury stock - 20,000 shares of common stock, at cost                                                                               |  |             | (9,300   | )    |   | (9,300   | )
|Deficit accumulated during the development stage                                                                                      |  |             | (202,084 | )    |   | (177,263 | )
|                                                                                                                                      |  |             |          |      |   |          |  
|Total shareholders equity (deficit)                                                                                                  |  |             | (3,295   | )    |   | 6,526    |  
|                                                                                                                                      |  |             |          |      |   |          |  
|                                                                                                                                      |  |             |          |      |   |          |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                  |  | $           | 9,381    |      | $ | 23,162   |  
|                                                                                                                                      |  |             |          |      |   |          |  

The accompanying notes are an integral part
of these financial statements.

F-3

---



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

|                                                              |  |      |                          |      |   |           |   |                                                                                   |          |  
|------------------------------------------------------------- |  | ---- | ------------------------ | ---- | - | --------- | - | --------------------------------------------------------------------------------- | -------- | -
|                                                              |  |      |                          |      |   |           |   | Cumulative During
 the Development
 Stage
 January 28, 2000 to
 December 31, 2008 |         
|                                                              |  |      | Year Ended
 December 31, |      |  
|                                                              |  |      |                          |     
|                                                              |  | 2008 |                          | 2007 |   |          
|                                                              |  |      |                          |      |   |           |  
|Revenues                                                      |  | $    |                         |      | $ |          |   | $                                                                                 |         |  
|                                                              |  |      |                          |      |   |           |  
|                                                              |  |      |                          |      |   |           |   |                                                                                   |          |  
|Expenses                                                      |  |      |                          |      |   |           |   |                                                                                   |          |  
|Filing fees                                                   |  |      | 2,822                    |      |   | 4,000     |   |                                                                                   | 25,133   |  
|Professional fees                                             |  |      | 22,000                   |      |   | 27,365    |   |                                                                                   | 126,436  |  
|Other expenses                                                |  |      |                         |      |   | 554       |   |                                                                                   | 13,041   |  
|Interest expense                                              |  |      |                         |      |   |          |   |                                                                                   | 37,475   |  
|                                                              |  |      |                          |      |   |           |   |                                                                                   |          |  
|Total expenses                                                |  |      | 24,822                   |      |   | 31,919    |   |                                                                                   | 202,084  |  
|                                                              |  |      |                          |      |   |           |   |                                                                                   |          |  
|Net loss                                                      |  | $    | (24,822                  | )    | $ | (31,919   | ) | $                                                                                 | (202,084 | )
|                                                              |  |      |                          |      |   |           |   |                                                                                   |          |  
|                                                              |  |      |                          |      |   |           |   |                                                                                   |          |  
|Basic and diluted loss per
 share                             |  | $    | (0.01                    | )    | $ | (0.01     | ) |                                                                                   |          |  
|                                                              |  |      |                          |      |   |           |   |                                                                                   |          |  
|                                                              |  |      |                          |      |   |           |   |                                                                                   |          |  
|Weighted average number of
 common shares  basic and diluted |  |      | 2,583,941                |      |   | 2,583,941 |   |                                                                                   |          |  
|                                                              |  |      |                          |      |   |           |   |                                                                                   |          |  

The accompanying notes are an
integral part of these financial statements.

F-4

---



TWIN LAKES DELAWARE, INC. 
(A Development Stage Company) STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT)

|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |         |  
|---------------------------------------------- |  | ------------ | --------- | ---------------------------- | - | ---------------------------------------------------- |  | --------------- | ------ | -------------------------------------- | - | ------- | - | - | ------ | - | - | ------- | -
|                                               |  | Common Stock |           | Additional
 Paid-in
 Capital |   | Deficit
 Accumulated
 During the
 Development
 Stage |  | Treasury
 Stock |        | Total
 Shareholders
 Equity (Deficit) |  
|                                               | 
|                                               | 
|                                               |  |             
|                                               |  | Shares       |           | Amount                      
|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |        
|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |         |  
|Balance at January 28, 2000                    |  |              |          |                              | $ |                                                     |  | $               |       |                                        | $ |        |   | $ |       |   | $ |        |  
|Issuance of common units                       |  |              | 600,000   |                              |   | 600                                                  |  |                 | 2,400  |                                        |   |        |   |   |       |   |   | 3,000   |  
|Net loss for period ended December 31, 2000    |  |              |          |                              |   |                                                     |  |                 |       |                                        |   | (10,527 | ) |   |       |   |   | (10,527 | )
|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |         |  
|Balance at December 31, 2000                   |  |              | 600,000   |                              |   | 600                                                  |  |                 | 2,400  |                                        |   | (10,527 | ) |   |       |   |   | (7,527  | )
|Net loss for the year ended December 31,
 2001 |  |              |          |                              |   |                                                     |  |                 |       |                                        |   | (3,425  | ) |   |       |   |   | (3,425  | )
|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |         |  
|Balance at December 31, 2001                   |  |              | 600,000   |                              |   | 600                                                  |  |                 | 2,400  |                                        |   | (13,952 | ) |   |       |   |   | (10,952 | )
|Share transfer for consulting services         |  |              |          |                              |   |                                                     |  |                 | 750    |                                        |   |        |   |   |       |   |   | 750     |  
|Net loss for the year ended December 31,
 2002 |  |              |          |                              |   |                                                     |  |                 |       |                                        |   | (20,841 | ) |   |       |   |   | (20,841 | )
|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |         |  
|Balance at December 31, 2002                   |  |              | 600,000   |                              |   | 600                                                  |  |                 | 3,150  |                                        |   | (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 the year ended December 31,
 2003 |  |              |          |                              |   |                                                     |  |                 |       |                                        |   | (12,794 | ) |   |       |   |   | (12,794 | )
|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |         |  
|Balance at December 31, 2003                   |  |              | 600,000   |                              |   | 600                                                  |  |                 | 38,396 |                                        |   | (47,587 | ) |   |       |   |   | (8,591  | )
|Net loss for the year ended December 31,
 2004 |  |              |          |                              |   |                                                     |  |                 |       |                                        |   | (19,662 | ) |   |       |   |   | (19,662 | )
|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |         |  
|Balance at December 31, 2004                   |  |              | 600,000   |                              |   | 600                                                  |  |                 | 38,396 |                                        |   | (67,249 | ) |   |       |   |   | (28,253 | )
|Issuance of compensatory shares                |  |              | 92,000    |                              |   | 92                                                   |  |                 | 12,175 |                                        |   |        |   |   |       |   |   | 12,267  |  
|Net loss for year ended December 31, 2005      |  |              |          |                              |   |                                                     |  |                 |       |                                        |   | (26,128 | ) |   |       |   |   | (26,128 | )
|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |         |  
|Balance at December 31, 2005                   |  |              | 692,000   |                              |   | 692                                                  |  |                 | 50,571 |                                        |   | (93,377 | ) |   |       |   |   | (42,114 | )
|Additional paid-in-capital contributions       |  |              |          |                              |   |                                                     |  |                 | 32,500 |                                        |   |        |   |   |       |   |   | 32,500  |  
|Valuation of beneficial conversion feature     |  |              |          |                              |   |                                                     |  |                 | 32,163 |                                        |   |        |   |   |       |   |   | 32,163  |  
|Conversion of shareholder loan into equity     |  |              | 1,891,941 |                              |   | 1,892                                                |  |                 | 30,271 |                                        |   |        |   |   |       |   |   | 32,163  |  
|Acquisition of treasury shares                 |  |              |          |                              |   |                                                     |  |                 |       |                                        |   |        |   |   | (9,300 | ) |   | (9,300  | )
|Net loss for year ended December 31, 2006      |  |              |          |                              |   |                                                     |  |                 |       |                                        |   | (51,967 | ) |   |       |   |   | (51,967 | )
|                                               |  |              |           |                              |   |                                                      |  |                 |        |                                        |   |         |   |   |        |   |   |         |  

The accompanying notes are an integral part
of these financial statements.

F-5

---



TWIN LAKES DELAWARE, INC. 
(A Development Stage Company) 
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT) (Continued)

|                                          |  |              |           |                              |   |                                                      |  |                 |         |                                         |   |          |   |   |        |   |   |         |  
|----------------------------------------- |  | ------------ | --------- | ---------------------------- | - | ---------------------------------------------------- |  | --------------- | ------- | --------------------------------------- | - | -------- | - | - | ------ | - | - | ------- | -
|                                          |  | Common Stock |           | Additional
 Paid-in
 Capital |   | Deficit
 Accumulated
 During the
 Development
 Stage |  | Treasury
 Stock |         | Total
 Shareholders
 Equity
 (Deficit) |  
|                                          | 
|                                          | 
|                                          |  |             
|                                          |  | Shares       |           | Amount                      
|                                          |  |              |           |                              |   |                                                      |  |                 |         |                                         |   |          |   |   |        |   |   |         |  
|                                          |  |              |           |                              |   |                                                      |  |                 |         |                                         |   |          |   |   |        |   |   |         |  
|Balance at December 31, 2006              |  |              | 2,583,941 |                              |   | 2,584                                                |  |                 | 145,505 |                                         |   | (145,344 | ) |   | (9,300 | ) |   | (6,555  | )
|Additional paid-in-capital contributions  |  |              |          |                              |   |                                                     |  |                 | 45,000  |                                         |   |         |   |   |       |   |   | 45,000  |  
|Net loss for year ended December 31, 2007 |  |              |          |                              |   |                                                     |  |                 |        |                                         |   | (31,919  | ) |   |       |   |   | (31,919 | )
|                                          |  |              |           |                              |   |                                                      |  |                 |         |                                         |   |          |   |   |        |   |   |         |  
|Balance at December 31, 2007              |  |              | 2,583,941 |                              |   | 2,584                                                |  |                 | 190,505 |                                         |   | (177,263 | ) |   | (9,300 | ) |   | 6,526   |  
|Additional paid-in-capital contributions  |  |              |          |                              |   |                                                     |  |                 | 15,000  |                                         |   |         |   |   |       |   |   | 15,000  |  
|Net loss for year ended December 31, 2008 |  |              |          |                              |   |                                                     |  |                 |        |                                         |   | (24,822  | ) |   |       |   |   | (24,822 | )
|                                          |  |              |           |                              |   |                                                      |  |                 |         |                                         |   |          |   |   |        |   |   |         |  
|Balance at December 31, 2008              |  |              | 2,583,941 |                              | $ | 2,584                                                |  | $               | 205,505 |                                         | $ | (202,084 | ) | $ | (9,300 | ) | $ | (3,295  | )
|                                          |  |              |           |                              |   |                                                      |  |                 |         |                                         |   |          |   |   |        |   |   |         |  

The accompanying notes are an integral part
of these financial statements.

F-6

---



TWIN LAKES DELAWARE, INC. 
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|-------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------- | ------------------------ | - | ---- | ------- | - | - | ------- | -
|                                                                                 |  | Cumulative During
 the Development
 Stage
 January 28, 2000 to
 December 31, 2008 |                          |   |      |         |  
|                                                                                 |  |                                                                                   |                          |   |      |        
|                                                                                 |  |                                                                                   | Year ended
 December 31, |  
|                                                                                 |  |                                                                                   | 2008                     |   | 2007 |        
|                                                                                 |  |                                                                                   |                         
|CASH FLOWS FROM OPERATING ACTIVITIES                                             |  |                                                                                   |                          |   |      |         |   |   |         |  
|Net loss                                                                         |  | $                                                                                 | (202,084                 | ) | $    | (24,822 | ) | $ | (31,919 | )
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|Adjustments to reconcile net loss to net
 cash utilized by operating activities: |  |                                                                                   |                          |   |      |         |   |   |         |  
|Compensatory shares                                                              |  |                                                                                   | 13,016                   |   |      |        |   |   |        |  
|Valuation of beneficial conversion feature                                       |  |                                                                                   | 32,163                   |   |      |        |   |   |        |  
|Reduction of legal fees                                                          |  |                                                                                   | 2,000                    |   |      |        |   |   |        |  
|Increase (decrease) in accounts payable
 & accrued expenses                      |  |                                                                                   | 17,986                   |   |      | (3,959  | ) |   | 5,621   |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|Net cash utilized by operating activities                                        |  |                                                                                   | (136,919                 | ) |      | (28,781 | ) |   | (26,298 | )
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |  |                                                                                   |                          |   |      |         |   |   |         |  
|Proceeds from shareholders loans                                                |  |                                                                                   | 60,100                   |   |      |        |   |   |        |  
|Acquisition of treasury shares                                                   |  |                                                                                   | (9,300                   | ) |      |        |   |   |        |  
|Contribution of additional paid-in capital                                       |  |                                                                                   | 92,500                   |   |      | 15,000  |   |   | 45,000  |  
|Net proceeds from sale of common units                                           |  |                                                                                   | 3,000                    |   |      |        |   |   |        |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|Net cash provided by financing activities                                        |  |                                                                                   | 146,300                  |   |      | 15,000  |   |   | 45,000  |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|Increase (decrease) in cash and cash equivalents                                 |  |                                                                                   | 9,381                    |   |      | (13,781 | ) |   | 18,702  |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|Cash and cash equivalents at beginning of
 period                                |  |                                                                                   |                         |   |      | 23,162  |   |   | 4,460   |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|Cash and cash equivalents at end of period                                       |  | $                                                                                 | 9,381                    |   | $    | 9,381   |   | $ | 23,162  |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|Supplemental Disclosure of Cash Flows
 Information:                              |  |                                                                                   |                          |   |      |         |   |   |         |  
|Cash paid for                                                                    |  |                                                                                   |                          |   |      |         |   |   |         |  
|Taxes                                                                            |  |                                                                                   |                          |   | $    | 0       |   | $ | 0       |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  
|Interest                                                                         |  |                                                                                   |                          |   | $    | 0       |   | $ | 0       |  
|                                                                                 |  |                                                                                   |                          |   |      |         |   |   |         |  

The accompanying notes are an integral part
of these financial statements.

F-7

---



TWIN LAKES DELAWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007

NOTE 1 - DESCRIPTION OF COMPANY:

We were
originally organized as Twin Lakes, Inc. (Twin Lakes) under the laws of the
state of Nevada on January 28, 2000 for the purpose of serving as a vehicle to
raise capital and to acquire an operating business. On May 31, 2006, our board
of directors approved the merger of Twin Lakes into Twin Lakes Delaware, Inc.
(we, our, us, Company, or Twin Lakes Delaware) a corporation
organized under the laws of the State of Delaware. Effective June 8, 2006,
pursuant to the applicable provisions of the Nevada Revised Statutes (the
NRS), Twin Lakes was merged with and into Twin Lakes Delaware which became the
surviving corporation and every five (5) issued and outstanding shares of Twin
Lakes common stock was automatically converted into one (1) share of common
stock, par value $.001 per share (Common Stock), of Twin Lakes Delaware (the
Delaware Merger).

Unless
otherwise stated, all share and per share information in these audited
financial statements is presented as if the Delaware Merger took place at the
beginning of all periods presented. The separate existence of Twin Lakes ceased
on June 8, 2006 in accordance with the applicable provisions of the NRS.

We are
currently considered a blank check company inasmuch as we do not generate
revenues, do not own an operating business and have no specific business plan
other than to engage in a merger or acquisition transaction with a yet-to-be
identified company or business. We have no employees and no material assets.
Administrative services are currently being provided by an entity controlled by
an officer of ours at no charge. Our efforts to date have been limited to
organizational activities and seeking an appropriate merger or acquisition
vehicle.

The
accompanying financial statements have been prepared for the Company as a going
concern.

As shown in
the accompanying financial statements, the Company has accumulated losses of
approximately $202,000 for the period from inception, January 28, 2000 to
December 31, 2008, has negative working capital of approximately $3,300 and has
no sales. The future of the Company is dependent upon its ability to find a
merger partner and to obtain financing and upon future profitable operations.
Management expects to incur additional losses in the foreseeable future and
recognizes the need to raise capital to remain viable. These conditions raise
substantial doubt about the Companys ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

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) STOCK BASED EMPLOYEE
  COMPENSATION

The Company
adopted SFAS No. 123R, Share Based Payments. SFAS No. 123R requires
companies to expense the value of employee stock options and similar awards and
applies to all outstanding and vested stock-based awards.

F-8

---



TWIN LAKES DELAWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:

(b) STOCK
BASED EMPLOYEE COMPENSATION (continued)

In computing
the impact, the fair value of each option is estimated on the date of grant
based on the Black-Scholes options-pricing model utilizing certain assumptions
for a risk free interest rate; volatility; and expected remaining lives of the
awards. The assumptions used in calculating the fair value of share-based
payment awards represent managements best estimates, but these estimates
involve inherent uncertainties and the application of management judgment. As a
result, if factors change and the Company uses different assumptions, the
Companys stock-based compensation expense could be materially different in the
future. In addition, the Company is required to estimate the expected
forfeiture rate and only recognize expense for those shares expected to vest.
In estimating the Companys forfeiture rate, the Company analyzed its
historical forfeiture rate, the remaining lives of unvested options, and the
amount of vested options as a percentage of total options outstanding. If the
Companys actual forfeiture rate is materially different from its estimate, or
if the Company reevaluates the forfeiture rate in the future, the stock-based
compensation expense could be significantly different from what we have
recorded in the current period. The impact of applying SFAS No. 123R was
$0 in additional compensation expense during the years ended December 31, 2008
and 2007, since no compensation based shares or options were issued in the past
two years. If we do issued equity based compensation, such amount would be
included general and administrative expenses on the statement of operations.

(c) FAIR VALUE
OF FINANCIAL INSTRUMENTS

Pursuant to
SFAS No. 107, Disclosures About Fair Value of Financial Instruments, the
Company is required to estimate the fair value of all financial instruments
included on its balance sheet as of December 31, 2008. The Company considers
the carrying value of accrued expenses in the financial statements to
approximate their face value.

(d) 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.

(e) 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.

(f) INCOME
TAXES:

The asset and
liability method is used in accounting for income taxes. Under this method,
deferred tax assets and liabilities are recognized for operating loss and tax
credit carry forwards and for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is recorded to reduce
the carrying amounts of deferred tax assets unless it is more likely than not
that such assets will be realized.

(g) NEW
ACCOUNTING PRONOUNCEMENTS

All new
accounting pronouncements issued but not yet effective have been reviewed and
determined to be not applicable. As a result, the adoption of such new
accounting pronouncements, when effective, is not expected to have a material
impact on the financial position of the Company.

F-9

---



TWIN LAKES DELAWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007

NOTE 3 - CONVERTIBLE LOAN PAYABLE -
SHAREHOLDER:

As of December
31, 2005, the Company was indebted to a shareholder in the total amount of
$30,000. The loans accrue interest at 7% per annum and as of December 31, 2005
a total of $2,163 in accrued interest was owed. On December 31, 2005, the
Company issued a Convertible Grid Promissory Note to the shareholder in the
principal amount of $32,163 (the TPL Note) which also provided the
shareholder with the right to convert the TPL Note and any accrued and unpaid
interest into common shares of the Company at the rate of $.0034 per share or
the equivalent of 1,891,941 shares of common stock. These loans were provided
to cover operating expenses.

We evaluated
the conversion feature of the recently issued convertible loan and determined
under EITF 98-5  Accounting for Convertible Securities with Beneficial
Conversion Features and EITF 00-27  Application of Issue 98-5 to Certain
Convertible Instruments, that a value should be attributed to the embedded
conversion feature. Although there is no active trading of such common shares
of the Company, we have determined that the maximum allocation to such feature
should be used of $32,163, the face amount of the convertible debt. This
conversion feature enabled the creditor to gain in excess of 70% ownership of
the Company.

On January 9,
2006, the Company and the holder of the Convertible Loan Payable - Shareholder
executed a Convertible Grid Note Conversion Agreement whereby the shareholder
elected to convert the TPL Note in its entirety resulting in the issuance of
1,891,941 shares of common stock. Accordingly, we recognized the full $32,163
as interest expense.

NOTE 4 - SHAREHOLDERS EQUITY (DEFICIT):

The Company
has authorized 40 million shares of common stock, par value $.001 per share and
10 million shares of preferred stock, par value $.001 per share. There are
issued and outstanding, as of December 31, 2006, 2,583,941 shares of common
stock (held by seven holders of record) and no shares of preferred stock. All
shares of common stock currently outstanding are validly issued, fully paid and
non-assessable.

In October
2002, Estancia LLC transferred an aggregate of 150,000 shares of common stock
and 50,000 Class A Warrants to SBK Investment Partners, an affiliate of then
legal counsel to the Company, and its assignee for consulting services
rendered, aggregating $750.

During 2003,
the Companys then legal counsel 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.

On January 8,
2004, Turquoise Partners, LLC, a New York limited liability company (TPL),
acquired substantially all of the equity securities of the Company, through the
purchase of an aggregate total of 588,000 shares of common stock of the
Company, representing 98% of the then outstanding common stock, and Class A
warrants to acquire 200,000 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
12,000 shares of common stock of the Company representing 2% of its then
outstanding common stock.

During the quarter ended
September 30, 2005, 92,000 shares of common stock were authorized for issuance
to three individuals who provided consulting services to the Company. The
Company issued shares of common stock to the following, said shares bearing a
restrictive legend, for the indicated value of the services; Robert Cohen -
12,000 shares for services determined to be valued at $1,600, John DAngelo -
20,000 shares for services to be valued at $2,667, and Kirk M. Warshaw 60,000
shares for services to be valued at $8,000.

F-10

---



TWIN LAKES DELAWARE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007

On January 9, 2006 pursuant
to the Convertible Grid Note Conversion Agreement, TPL converted $32,163 of
indebtedness into 1,891,941 shares of common stock which represented
approximately 73% of the then issued and outstanding shares of common stock of
the Company. Subsequently, on March 6, 2006, TPL sold 1,890,000 shares of
common stock to a third party.

In March 2006, the Company
acquired from a shareholder 20,000 shares (100,000 pre-merger shares) of its
common stock for $9,300, which shares are now recorded as treasury shares.
During the year ended December 31, 2006, two shareholders contributed $32,500
for working capital purposes was and has been recorded as additional paid in
capital.

During the years ended
December 31, 2008 and 2007, a shareholder contributed $15,000 and $45,000,
respectively, for working capital purposes and it has been recorded as
additional paid in capital. In January 2009, a shareholder contributed $5,000
for working capital purposes and it was recorded as additional paid in capital.

NOTE 5 - INCOME TAXES:

|                                                               |  |      |         |      |   |         |  
|-------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | -
|                                                               |  | 2008 |         | 2007 |  
|                                                               |  |      |         |      |  
|                                                               |  |      |         |      |   |         |  
|Deferred tax assets and
 liabilities consist of the following: |  |      |         |      |   |         |  
|                                                               |  |      |         |      |   |         |  
|Deferred tax assets:                                           |  |      |         |      |   |         |  
|Net operating loss carry forwards                              |  | $    | 58,000  |      | $ | 49,700  |  
|                                                               |  |      |         |      |   |         |  
|Less valuation allowance                                       |  |      | (58,000 | )    |   | (49,700 | )
|                                                               |  |      |         |      |   |         |  
|                                                               |  |      |         |      |   |         |  
|                                                               |  | $    |        |      | $ |        |  
|                                                               |  |      |         |      |   |         |  

The provision for income
taxes differs from the amount computed by applying the US statutory tax rate as
follows:

|                                                                                   |  |              |  |      |    |  |  |  |     |    | 
|---------------------------------------------------------------------------------- |  | ------------ |  | ---- | -- |  |  |  | --- | -- | 
|                                                                                   |  | December 31, | 
|                                                                                   |  |              | 
|                                                                                   |  | 2008         |  | 2007 |   
|                                                                                   |  |              |  |      |   
|Provision for expected
 federal statutory rate                                     |  |              |  | (35  | )% |  |  |  | (35 | )% | 
|Loss for which no benefit
 is available or a valuation allowance has been recorded |  |              |  | 35   | %  |  |  |  | 35  | %  | 
|                                                                                   |  |              |  |     | %  |  |  |  |    | %  | 

At December 31, 2008, the
Company had approximately $167,000 of net operating loss carry forwards
(NOLs) available which expires in years beginning in 2028. The deferred tax
asset and related valuation increased by $8,300 during 2008. The utilization of
the net operating loss carry-forward has been limited as to its use pursuant to
the Internal Revenue Code Section 382 due to the recent change in ownership of
the Company. The benefits of these NOLs may be reduced in the future if the
Company is successful in establishing a new business.

NOTE 5  SUBSEQUENT EVENT:

In January 2009, a
shareholder contributed $5,000 for working capital purposes and it was recorded
as additional paid in capital.

On January 29, 2009, we
entered into an agreement with Kirk M. Warshaw, LLC (the LLC) for the use and
occupancy, and administrative services, related to our principal offices. The
agreement provides for quarterly payments from us to the LLC of $500. The
effective date of the agreement is January 1, 2009.

F-11

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