SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

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

                          Commission File No. 000-50085

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



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

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


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

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

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

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

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

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


<PAGE>


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

The Company's revenues for Fiscal Year ended December 31, 2004 were $0.00.

As of March 15,  2005,  3,000,000  shares of Common Stock were  outstanding  and
there was no trading  market for the Common Stock.  The number of shares held by
non-affiliates was 60,000 shares.

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.



                                       2.
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

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

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

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

Effective  upon the closing of this  transaction  (the "Sale"),  Arnold P. Kling
joined the  Company as  President,  Treasurer  and as  Chairman  of the Board of
Directors,  John R. D'Angelo was appointed  Secretary of the Company and Kirk M.
Warshaw was appointed Chief Financial  Officer of the Company.  Johnny R. Thomas
resigned as President, as Chairman and as Treasurer of the Company. Our officers
are only required to devote a small portion of their time (less than 10%) to our


                                       3.
<PAGE>


affairs on a part-time or as-needed basis. We expect to use outside consultants,
advisors, attorneys and accountants as necessary, none of which will be hired on
a retainer basis. We do not anticipate hiring any full-time employees so long as
we are seeking and evaluating business opportunities.

As a result  of our  limited  resources,  unless  and  until  the  warrants  are
exercised or  additional  financing is  obtained,  we expect to have  sufficient
proceeds  to  effect  only  a  single  business  combination.  Accordingly,  the
prospects for our success will be entirely dependent upon the future performance
of a single  business.  Unlike  certain  entities  that  have the  resources  to
consummate  several  business  combinations  or entities  operating  in multiple
industries  or  multiple  segments  of a single  industry,  we will not have the
resources to diversify our operations or benefit from the possible  spreading of
risks or  offsetting  of losses.  A target  business may be  dependent  upon the
development  or market  acceptance  of a single or limited  number of  products,
processes or services,  in which case there will be an even higher risk that the
target business will not prove to be commercially viable.

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

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

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

-     costs associated with effecting the business combination;

-     equity interest retained by our stockholders 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


                                       4.
<PAGE>


anticipate  that we will conduct a due  diligence  review which will  encompass,
among  other  things,  meeting  with  incumbent  management  and  inspection  of
facilities, as well as a review of financial, legal and other information.

The time and costs required to select and evaluate a target business  (including
conducting a due diligence  review) and to structure and consummate the business
combination  (including  negotiating  and  documenting  relevant  agreements and
preparing  requisite  documents for filing pursuant to applicable  corporate and
securities  laws) cannot be  determined at this time.  Our President  intends to
devote only a small portion of his time to our affairs,  and,  accordingly,  the
consummation  of a business  combination  may  require a longer  time than if he
devoted his full time to our  affairs.  However,  he will devote such time as he
deems reasonably necessary to carry out the business and affairs of the company.
The amount of time devoted to our  business  and affairs may vary  significantly
depending upon, among other things, whether we have identified a target business
or are engaged in active negotiation of a business combination.

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

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

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

Section 3(a) of the  Investment  Company Act excepts from the  definition  of an
"investment  company" an entity which does not engage  primarily in the business
of investing,  reinvesting or trading in securities, or which does not engage in
the business of investing,  owning,  holding or trading "investment  securities"
(defined as "all securities  other than  government  securities or securities of
majority-owned  subsidiaries") the value of which exceed 40% of the value of its
total assets (excluding government securities, cash or cash items). We intend to
implement our business plan in a manner which will result in the availability of
this exception from the definition of an investment company.  Consequently,  our
acquisition of a company or business through the purchase and sale of investment
securities will be limited. Although we intend to act to avoid classification as
an  investment  company,  the  provisions  of the  Investment  Company  Act  are


                                       5.
<PAGE>


extremely complex and it is possible that we may be classified as an inadvertent
investment  company.  We  intend  to  vigorously  resist  classification  as  an
investment  company,  and to take advantage of any exemptions or exceptions from
application  of the  Investment  Company Act,  which allows an entity a one-time
option  during any  three-year  period to claim an  exemption  as a  "transient"
investment  company.  The necessity of asserting any such resistance,  or making
any claim of exemption, could be time consuming and costly, or even prohibitive,
given our limited resources.

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

ITEM 2. DESCRIPTION OF PROPERTY

During the fiscal year ended  December 31, 2004,  we operated from offices which
are leased to an affiliated  company of Arnold Kling,  the President,  Treasurer
and  Chairman  of the Board and no rent was  charged by such  company for use of
such space which is on an oral month to month basis.  We do not own or intend to
invest in any real  property,  real estate  mortgages,  or any other real estate
backed securities.  We have no formal policy with respect to investments in real
estate or investments with persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS

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

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

No matter was submitted to a vote of stockholders in the fourth quarter of 2004.

                                    PART II

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

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

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


                                       6.
<PAGE>


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

RECENT SALES OF UNREGISTERED SECURITIES

The following information relates to the sales of unregistered securities by the
Company since inception  through the period ended December 31, 2004. These sales
of  securities  were made in reliance  upon an exemption  from the  registration
provisions  of the  Securities  Act set forth in Sections  4(2)  thereof and the
rules and  regulations  under the Securities Act,  including  Regulation D, as a
transaction  by an issuer not  involving  any public  offering  and/or sale to a
limited number of purchasers  who were  acquiring such  securities for their own
account  for  investment  purposes  and  not  with  a  view  to  the  resale  or
distribution thereof.

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

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

In January 2004, the Buyer acquired  substantially  all of the equity securities
of the Company  for  $32,000  through  the  purchase  of an  aggregate  total of
2,940,000  shares  of  common  stock  of  the  Company  representing  98% of the
outstanding  common stock,  and Class A warrants to acquire  1,000,000 shares of
the  Company's  common  stock from the  Sellers.  The  Sellers  retained  in the
aggregate  60,000 shares of common stock of the Company  representing  2% of the
Company's  outstanding  common stock, and together with the Buyer constitute all
of the  shareholders  of the  Company  as of the date of the filing of this Form
10-KSB.

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

PLAN OF OPERATION

Statements  contained in this Plan of  Operation  of this Annual  Report on Form
10-KSB include "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 as amended (the "Securities  Act") and Section 21E of
the  Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act").
Forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which could cause the actual  results of the Company,  performance
(financial  or  operating)  or   achievements   expressed  or  implied  by  such
forward-looking  statements  not to occur or be realized.  Such  forward-looking
statements  generally  are based upon the  Company's  best  estimates  of future
results, general merger and acquisition activity in the marketplace, performance


                                       7.
<PAGE>


or  achievement,  current  conditions and the most recent results of operations.
Forward-looking  statements  may be  identified  by the  use of  forward-looking
terminology such as "may," "will," "project," "expect,"  "believe,"  "estimate,"
"anticipate,"  "intends,"  "continue,"  "potential,"  "opportunity"  or  similar
terms,  variations  of those  terms  or the  negative  of  those  terms or other
variations of those terms or comparable words or expressions.

GENERAL

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

As of December  31, 2004,  we had not  incurred  any material  costs or expenses
other than those  associated  with formation of the Company,  and we had cash on
hand of $356. In 2000 through 2003, the Company received an aggregate of $30,100
in loans from Estancia LLC, an entity  established  by its former  President Dr.
Thomas for estate planning purposes for operating  expenses  (collectively,  the
"Loans").  In  connection  with the Sale,  all the Loans,  including any accrued
interest  were  reduced to zero and as such,  the Company  recorded the Loan and
accrued interest as additional paid-in capital.

On February 27, 2004,  June 29,  2004,  September  30, 2004 and December 6, 2004
Turquoise Partners,  LLC ("Turquoise") loaned the Company $6,000, $5,000, $2,200
and $2,000, respectively.  The loans accrue interest at 7% per annum which shall
be repaid upon the maturity of the loans on their first anniversary.

Following the Sale, Dr. Thomas  appointed  Arnold Kling as President,  Treasurer
and Chairman of the Board and Dr. Thomas  resigned as  President,  Treasurer and
sole director of the Board of Directors of the Company.  In connection  with Mr.
Kling's executive and directorship appointments,  John D'Angelo was appointed as
Secretary  of the Company  and Kirk  Warshaw was  appointed  as Chief  Financial
Officer of the Company.  Over the next 12 months,  we  anticipate  continuing to
seek a business combination. No cash compensation will be paid to any officer or
director in their  capacities as such until after the  consummation of the first
business combination. Although this is not a requirement for the completion of a
business  combination,  it is a factor we would consider in evaluating potential
combinations.

EQUIPMENT AND EMPLOYEES

As of December 31, 2004, we had no operating  business and thus no equipment and
no  employees,  other than Mr.  Arnold  Kling,  Mr. John  D'Angelo  and Mr. Kirk
Warshaw,  the new  President,  Secretary  and  Chief  Financial  Officer  of the
Company,  respectively  who do not receive any salary and provide services on an
"as needed  basis".  We do not intend to develop our own operating  business but
instead plan to merge with another company.


                                       8.
<PAGE>


EXPENSES FOR YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003

Net cash used in operating  activities  for the twelve months ended December 31,
2004 was $16,253,  compared to $10,971 for the twelve months ended  December 31,
2003.  During the twelve  months ended  December  31,  2004,  the Company had no
revenues but received $15,200 in loans for operating expenses from Turquoise, an
entity in which the President is the managing member. As a result,  cash on hand
decreased by $1,053 for the twelve months ended December 31, 2004 to $356.

The operating expenses of $19,662 for the twelve month period ended December 31,
2004 and  $12,794  for the  twelve  months  ended  December  31,  2003  resulted
primarily from accounting/auditing, legal and general administrative expenses.

                                  RISK FACTORS

         WE HAVE NO OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS

We were incorporated in January 2000 and we have no operating  business or plans
to develop  one.  We are  currently  seeking to enter into a merger or  business
combination with another company. Our President,  Arnold Kling, was appointed in
January  2004  and has had a  limited  time to  evaluate  the  Company's  merger
prospects  and  accordingly,  only a limited  basis upon which to  evaluate  our
prospects for achieving our intended business  objectives.  To date, our efforts
have been limited to organizational activities and searching for merger targets.

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

We have limited resources,  no revenues from operations to date, and our cash on
hand may not be  sufficient  to satisfy  our cash  requirements  during the next
twelve  months.  In  addition,  we will not  achieve  any  revenues  (other than
insignificant  investment income) until, at the earliest,  the consummation of a
merger and we cannot ascertain our capital requirements until such time. Further
limiting  our  abilities  to achieve  revenues,  in order to avoid  status as an
"Investment  Company" under the Investment  Company Act of 1940, as amended (the
"Investment  Company  Act"),  we can only  invest our funds prior to a merger in
limited investments which do not invoke Investment Company status.  There can be
no assurance that determinations ultimately made by us will permit us to achieve
our business objectives.  Our auditors have included an explanatory paragraph in
their  report for the year ended  December  31,  2004,  indicating  that certain
conditions raise  substantial doubt regarding our ability to continue as a going
concern.  The financial  statements  included in this Form 10-KSB do not include
any  adjustment to asset values or recorded  amounts of liability  that might be
necessary in the event we are unable to continue as a going  concern.  If we are
in fact  unable to  continue  as a going  concern,  shareholders  may lose their
entire investment in our common stock.


                                       9.
<PAGE>


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

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

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

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

MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER

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

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

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


                                      10.
<PAGE>


CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER

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

WE DO NOT EXPECT TO PAY CASH DIVIDENDS

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

WE ARE AUTHORIZED TO ISSUE PREFERRED STOCK

Our  Certificate of  Incorporation  authorizes the  designation  and issuance of
8,000,000  shares  of  preferred  stock  (the  "Preferred  Stock"),   with  such
designations,  powers,  preferences,  rights,  qualifications,  limitations  and
restrictions  of such  series as the Board,  subject to the laws of the State of
Nevada,  may determine from time to time.  Accordingly,  the Board is empowered,
without  stockholder  approval,  to  designate  and issue  Preferred  Stock with
dividend, liquidation,  conversion, voting or other rights which could adversely
affect the voting  power or other  rights of the  holders  of Common  Stock.  In
addition, the Preferred Stock could be utilized, under certain circumstances, as
a method of discouraging,  delaying or preventing a change of control.  Although
we do not currently  intend to designate or issue any shares of Preferred Stock,
there can be no  assurance  that we will not do so in the  future.  It is likely
however, that following a merger, new management may issue such Preferred Stock,
and it is possible that one or more series of Preferred Stock will be designated
and/or issued in order to effectuate a merger or financing.  As of this date, we
have no  outstanding  shares of Preferred  Stock and we have not  designated the
rights or preferences of any series of Preferred Stock.

ITEM 7. FINANCIAL STATEMENTS

See the Financial Statements and related Report of Independent Registered Public
Accounting  Firm included  herewith as [pages F-1 through F-8] which follow Item
14 of this Report.


                                      11.
<PAGE>


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

None

ITEM 8A. CONTROLS AND PROCEDURES

An evaluation  was  performed,  as of March 15, 2005,  under the  supervision of
Arnold P. Kling, our President, treasurer and director, and Kirk M. Warshaw, our
Chief Financial  Officer of the effectiveness of the design and operation of our
disclosure controls and procedures.  Based on such evaluation, Mr. Kling and Mr.
Warshaw  have  concluded  that  our  disclosure  controls  and  procedures  were
effective as of March 15, 2005.  There have been no  significant  changes in our
internal  controls  or in other  factors  that  could  significantly  affect our
internal controls subsequent to March 15, 2005.



                                      12.
<PAGE>

                                    PART III

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

The  following  table sets forth  information  concerning  the officers and sole
director of the Company as of March 15, 2005:

Name                   Age   Title
----                   ---   -----
Arnold P. Kling         46    Chief Executive Officer, President, and
                              Treasurer and Sole Director
Kirk M. Warshaw         46    Chief Financial Officer
John R. D'Angelo        48    Secretary

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

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

John R. D'Angelo,  Secretary of the Company since January 8, 2004. Since 2002 he
has been a  managing  director  of  Adelphia  Holdings,  LLC.  Prior to  joining
Adelphia  Holdings,  from 1998 to 2001 he was general counsel of Magnum Sports &
Entertainment,  Inc., a Nasdaq listed  Entertainment  Company and  previously he
practiced law, including  bankruptcy and litigation law as an associate at Davis
Polk & Wardwell.

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

MEETINGS OF THE BOARD

Effective  January 8, 2004,  our sole director is Mr. Kling and in 2003 our sole
director  was Mr.  Thomas.  As of March 15,  2005,  the Board of  Directors,  by
written consent signed by the sole director, in lieu of a meeting,  approved and
ratified all actions taken by management  including the Sale and all  agreements
related  thereto.  As we only have one board member,  we do not have separate or
independent audit or compensation committees.


                                      13.
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

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

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain  information  as of March  15,  2005
regarding  the number and  percentage  of common  stock  (being our only  voting
securities)  beneficially  owned  by each  officer  and  director,  each  person
(including  any  "group"  as  that  term  is used  in  Section  13(d)(3)  of the
Securities  Exchange  Act of 1934)  known by us to own 5% or more of our  common
stock,  and all officers and  directors as a group,  as of the date of this Form
10-KSB and as  adjusted  to give pro forma  effect,  to the  exercise of Class A
warrants.


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

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

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

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


                                      14.
<PAGE>


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

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

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

During the fiscal year ended  December 31, 2004,  our office has been located at
545 Madison Avenue,  6th floor, New York, New York 10022,  which is leased to an
affiliated  company of Mr. Arnold Kling, our president and sole director.  There
is no current lease for our use of this space which is a month to month use.

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

On February 27, 2004,  June 29, 2004,  September  30, 2004 and December 6, 2004,
Turquoise Partners,  LLC loaned the Company $6,000,  $5,000,  $2,200 and $2,000,
respectively.  The loans  accrue  interest at 7% per annum which shall be repaid
upon the maturity of the loans on their first anniversary. Mr. Arnold Kling, our
president and sole director, is a managing member of Turquoise Partners, LLC.


                                      15.
<PAGE>


ITEM 13. EXHIBITS

(a)  Exhibits

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

 3.1     Articles of Incorporation of the registrant. (1)

 3.2     By-Laws of the registrant. (1)

 4.1     Specimen Common Share Certificate. (1)

 4.2     Specimen of Class A Warrant Certificate. (1)

 4.3     Specimen of Class B Warrant Certificate. (1)

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

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

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

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

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

* Filed with this report

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


                                      16.
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES:

AUDIT FEES:

The company paid audit and financial  statement  review fees totaling $8,750 and
$4,060 for the years ended  December  31, 2004 and 2003,  respectively  to Lazar
Levine & Felix LLP, our current independent accountants.

AUDIT-RELATED FEES:

None

TAX FEES:

The company paid tax  preparation  fees  totaling  $1,000 and $500 for the years
ended December 31, 2004 and 2003, respectively, to Lazar Levine & Felix LLP, our
current independent accountants.

ALL OTHER FEES:

None.

AUDIT COMMITTEE POLICIES AND PROCEDURES:

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


                                      17.
<PAGE>


                                TWIN LAKES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                      INDEX

Report of Independent Registered Public Accounting Firm            F-2.

Financial Statements:

      Balance  Sheets as of December  31, 2004 and 2003            F-3.

      Statements  of  Operations  for the  Period  from
        Inception,  January 28, 2000 to December 31, 2004
        (the  development  stage)  and  the  Years  Ended
        December 31, 2004 and 2003                                 F-4.

      Statement of Stockholders'  Equity for the Period
        from Inception,  January 28, 2000 to December 31,
        2004                                                       F-5.

      Statements  of Cash  Flows  for the  Period  from
        Inception,  January 28, 2000 to December 31, 2004
        (the  development  stage)  and  the  Years  Ended
        December 31, 2004 and 2003                                 F-6.

Notes to Financial Statements                                      F-7.



                                       F-1
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have  audited  the  accompanying  balance  sheets  of  Twin  Lakes,  Inc.  (a
development  stage  company),  as of  December  31,  2004 and 2003,  the related
statements  of  operations  and cash  flows  for the  years  then  ended and the
statements of  operations,  cash flows and  stockholders'  equity for the period
from  inception  (January  28,  2000) to  December  31,  2004.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  The Company is not required to have, nor were we
engaged to perform,  an audit of its internal control over financial  reporting.
Our audits 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, Inc. (a development
stage  company)  as of  December  31,  2004 and  2003,  and the  results  of its
operations  and its cash flows for the periods then ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

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

                            LAZAR LEVINE & FELIX LLP

New York, New York
March 28, 2005


                                      F-2.
<PAGE>


                                TWIN LAKES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2004 AND 2003


                                                            2004         2003
                                                          --------     --------
                                   - ASSETS -
CURRENT ASSETS:
                       Cash                               $    356     $  1,409
                       Prepaid Assets                          125            0
                                                          --------     --------
TOTAL ASSETS                                              $    481     $  1,409
                                                          ========     ========


               - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
   Accrued expenses                                       $ 13,534     $ 10,000
   Loans payable - stockholder (Note 3)                     15,200            0
                                                          --------     --------
TOTAL CURRENT LIABILITIES                                   28,734       10,000
                                                          --------     --------

COMMITMENTS AND CONTINGENCIES (NOTE 4)

STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 4):
Preferred stock, $.001 par value;
  8,000,000 shares authorized, none issued                      --           --
Common stock, $.001 par value;
  40,000,000 shares authorized,
  3,000,000 shares
  issued and outstanding                                     3,000        3,000

     Additional paid-in capital (Note 3)                    35,996       35,996
Deficit accumulated during
  the development stage                                    (67,249)     (47,587)
                                                          --------     --------
                                                           (28,253)      (8,591)
                                                          --------     --------
                                                          $    481     $  1,409
                                                          ========     ========


                                      F-3.
<PAGE>


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


                          CUMULATIVE DURING THE
                             DEVELOPMENT STAGE        Year Ended December 31,
                          (JANUARY 28, 2000 TO      ---------------------------
                            DECEMBER 31, 2004)         2004            2003
                               -----------          -----------     -----------
REVENUES                       $        --          $        --     $        --
                               -----------          -----------     -----------

COSTS AND EXPENSES:
     Professional fees              41,589               12,418           5,246
     Filing fees                     9,836                6,478             135
     Other expenses                 12,087                  175           5,865
     Interest expense                3,737                  591           1,548
                               -----------          -----------     -----------
                                    67,249               19,662          12,794
                               -----------          -----------     -----------

NET LOSS                       $   (67,249)         $   (19,662)    $   (12,794)
                               ===========          ===========     ===========


(LOSS) PER SHARE               $      (.02)         $      (.01)    $      (.00)
                               ===========          ===========     ===========

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING         3,000,000            3,000,000       3,000,000
                               ===========          ===========     ===========


                                      F-4.
<PAGE>


                                TWIN LAKES, INC.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                               Deficit      Accumulated
                                                       Common Shares          Additional     During the      Stockholders'
                                                 -------------------------      Paid-in      Development        Equity
                                                  Number          Amount        Capital         Stage          (Deficit)
                                                 ----------     ----------     ----------     ----------      ----------
<S>                                              <C>           <C>            <C>            <C>             <C>
At inception, January 28, 2000                          --     $       --     $       --     $       --      $       --

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

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

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

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

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

Share transfer for consulting services                  --             --            750             --             750

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

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

Debt and Related Interest Converted to Equity                                     33,246             --          33,246
Reduction of legal fees                                                            2,000             --           2,000
Net loss for Year Ended
   December 31, 2003                                                                            (12,794)        (12,794)
                                                ----------     ----------     ----------     ----------      ----------
Balance at December 31, 2003                     3,000,000          3,000         35,996        (47,587)         (8,591)

Net Loss for Year Ended
  December 31, 2004                                                                             (19,662)        (19,662)
                                                ----------     ----------     ----------     ----------      ----------
Balance at December 31, 2004                    $3,000,000     $    3,000     $   35,996     $  (67,249)     $  (28,253)
                                                ==========     ==========     ==========     ==========      ==========
See accompanying notes
</TABLE>


                                      F-5.
<PAGE>


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


<TABLE>
<CAPTION>
                                                              Cumulative During the
                                                                Development Stage                 Year Ended December 31,
                                                               (January 28, 2000 to          --------------------------------
                                                                December 31, 2004)             2004                    2003
                                                               ---------------------         --------               ---------
<S>                                                                 <C>                     <C>                     <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                       $(67,249)               $(19,662)               $(12,794)
     Adjustments to reconcile net loss to net cash
       utilized by operating activities:
       Compensatory shares                                               750
            Reduction of legal fees                                    2,000                                           2,000
       (Increase) in prepaid assets                                     (125)                   (125)                     --
       Increase (decrease) in accrued expenses                        16,680                   3,534                    (177)
                                                                    --------                --------                --------
         Net cash utilized by operating activities                   (47,944)                (16,253)                (10,971)
                                                                    --------                --------                --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from stockholders' loans                                45,300                  15,200                   9,600
     Sale of common units                                              3,000                      --                      --
                                                                    --------                --------                --------

         Net cash provided by financing activities                    48,300                  15,200                   9,600
                                                                    --------                --------                --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     356                  (1,053)                 (1,371)

     Cash and cash equivalents at beginning of period                     --                   1,409                   2,780
                                                                    --------                --------                --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                          $    356                $    356                $  1,409
                                                                    ========                ========                ========
</TABLE>


                                      F-6.
<PAGE>


                                 TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1 - DESCRIPTION OF COMPANY:

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

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

(a) USE OF ESTIMATES:

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

(b) STATEMENTS OF CASH FLOWS:

For purposes of the  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.



                                      F-7.
<PAGE>

                                 TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

(c) EARNINGS (LOSS) PER SHARE:

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

(d) 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.


NOTE 3 - LOANS PAYABLE - STOCKHOLDER:

As of December 31, 2004, the Company was indebted to a shareholder in the amount
of $15,200.  These  loans were  provided  for  operating  expenses by  Turquoise
Partners,  LLC. The loans accrue  interest at 7% per annum and is repayable upon
the maturity of the loans on their first  anniversary.  Mr.  Arnold  Kling,  our
president and sole director,  is a managing member of Turquoise  Partners,  LLC.
Turquoise  Partners,  LLC has  agreed to extend  the term of these  loans and is
currently negotiating a formal agreement.

A loan made to the Company by a former  shareholder,  in reporting periods prior
to 2003, was converted into  additional  paid-in-capital.  As a condition to the
transaction  entered  into on January 8, 2004,  the note holder was  required to
reduce the loan balance to zero and as such,  the Company  recorded the loan and
accrued interest as additional paid-in capital in 2003.



                                      F-8.
<PAGE>

                                 TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 4 - STOCKHOLDERS' EQUITY:

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

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

In October  2002,  Estancia LLC  transferred  an aggregate of 750,000  shares of
Common  Stock and  250,000  Class A  Warrants  to SBK  Investment  Partners,  an
affiliate of counsel to the Company,  and its assignee for  consulting  services
rendered,  aggregating  $750.  During 2003, the Company's  attorneys reduced the
Company's unpaid invoices to them by $2,000.  This transaction was recorded as a
contribution to additional paid-in capital, since it involved a related party.

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


                                      F-9.
<PAGE>

                                 TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE  5 - INCOME TAXES:

                                             2004          2003
                                           --------       --------
Deferred tax assets and liabilities
consist of the following:

Deferred tax assets:
    Net operating loss carry forwards      $ 22,800       $ 16,200

    Less valuation allowance                (22,800)       (16,200)
                                           --------       --------
                                           $     --       $     --
                                           ========       ========

At December 31, 2004,  the Company had  approximately  $67,000 of net  operating
loss carry  forwards  ("NOL's")  available  which expires in years  beginning in
2020. The benefits of these NOL's may be reduced in the future if the Company is
successful in establishing a new business.



                                     F-10.
<PAGE>


                                   SIGNATURES

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

                                  TWIN LAKES, INC.


Date: March 28, 2005              By: /s/ Arnold P. Kling
                                  -----------------------------------
                                  Arnold P. Kling, President and Treasurer

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

Date: March 28, 2005              By: /s/ Arnold P. Kling
                                  -----------------------------------
                                  Arnold P. Kling, President and
                                  Treasurer
                                  (Principal Executive Officer)


Date: March 28, 2005              By: /s/ Kirk M. Warshaw
                                  -----------------------------------
                                  Kirk M. Warshaw, Chief Financial Officer
                                  (Principal Financial and Accounting Officer)



                                      17.