UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

                        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             (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)            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)

         Check  whether the issuer is not required to file  reports  pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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.  Yes |X|
No [ ]

         Check if there is no disclosure of delinquent  filers  pursuant 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 this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

         Indicate  by check  mark  whether  the  issuer is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).                       Yes |X| No [ ]

         For the year ended December 31, 2007, the issuer had no revenues.

         As of March 17,  2008,  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 March 17, 2008 was 2,583,941 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

    Transitional Small Business Disclosure Format (Check One):    Yes [ ] No |X|

<PAGE>

                            TWIN LAKES DELAWARE, INC.
                            FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                  <C>
PART I
Item 1.      Business.................................................................................2
Item 2.      Properties...............................................................................6
Item 3.      Legal Proceedings........................................................................6
Item 4.      Submission of Matters to a Vote of Security Holders......................................6
PART II
Item 5.      Market for Common Equity, Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities.................................7
Item 6.      Plan of Operation........................................................................7
Item 7.      Financial Statements.....................................................................8
Item 8.      Change in and Disagreements with Accountants on Accounting
             and Financial Disclosure.................................................................8
Item 8A(T).  Controls And Procedures..................................................................8
Item 8B.     Other Information........................................................................9

PART III
Item 9.      Directors, Executive Officers, Promoters, Control Persons and Corporate Governance;
             Compliance With Section 16(a) of the Exchange Act........................................9
Item 10.     Executive Compensation..................................................................10
Item 11.     Security Ownership of Certain Beneficial Owners and Management and
             Related Stockholder Matters.............................................................11
Item 12.     Certain Relationships and Related Transactions, and Director Independence...............12
Item 13.     Exhibits................................................................................12
Item 14.     Principal Accountant Fees and Services..................................................12
</TABLE>

                      FORWARD LOOKING STATEMENT INFORMATION

CERTAIN   STATEMENTS   MADE  IN  THIS   ANNUAL   REPORT  ON  FORM   10-KSB   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,"
"PLAN OF OPERATION" AND "RISK FACTORS".  WE UNDERTAKE NO OBLIGATION TO REVISE OR
UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON.


                                       1
<PAGE>

                                     PART 1

ITEM 1.  BUSINESS

THE COMPANY'S HISTORY

Twin Lakes,  Inc.  ("Twin  Lakes") was organized  under the laws of the state of
Nevada on  January  28,  2000.  Effective  on June 8, 2006  ("Effective  Date"),
pursuant to the applicable provisions of the Nevada Revised Statutes (the "NRS")
and the Delaware General Corporations Laws, Twin Lakes merged with and into Twin
Lakes Delaware,  Inc.  ("Twin Lakes  Delaware" or the "Company"),  a corporation
organized  under the laws of the State of Delaware.  On the Effective Date, Twin
Lakes  Delaware  was 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 of Twin Lakes  Delaware (the  "Delaware  Merger").
The separate  existence of Twin Lakes ceased on June 8, 2006 in accordance  with
the applicable provisions of the NRS.

Unless otherwise stated,  all share and per share information is presented as if
the merger took place at the beginning of all periods presented.

The Company was formed to serve as a vehicle to raise  capital and to acquire an
operating business. We are currently considered a "blank check" company inasmuch
as the Company is not generating  revenues,  does not own an operating  business
and  has no  specific  business  plan  other  than  to  engage  in a  merger  or
acquisition transaction with a yet-to-be identified company or business. We have
no employees and no material  assets.  The  Company's  efforts to date have been
limited  to  organizational  activities  and  seeking an  appropriate  merger or
acquisition vehicle.

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.


                                       2
<PAGE>

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 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
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 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 us, the target business, and our respective stockholders.

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


                                       3
<PAGE>

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  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  stockholders  of a target  business  under the laws of its
state  of  organization.  This  may  prove  to  be  deterrent  to  a  particular
combination.

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.


                                       4
<PAGE>

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

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 stockholders.  Further,  our management's own pecuniary interest may at some
point  compromise  their fiduciary duty to our  stockholders.  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 which they and affiliates of our majority  stockholder  are, and may in the
future be affiliated  with, may arise. If we and the other blank check companies
that our officers and directors are affiliated  with desire to take advantage of
the same opportunity, then those officers and directors that are affiliated with
both companies would abstain from voting upon the opportunity. Further, Rodman &
Renshaw,  LLC,  a  registered   broker-dealer  and  affiliate  of  our  majority
stockholder,  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
stockholders 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 definitive 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.


                                       5
<PAGE>

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 STOCKHOLDERS 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 ("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 stockholders could experience  significant
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.

CONTROL BY EXISTING STOCKHOLDER.

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

ITEM 2.  PROPERTIES

Our principal offices are located at 47 School Avenue, Chatham, New Jersey which
are owned by an  affiliate  of Kirk  Warshaw,  our chief  financial  officer and
secretary.  We occupy our  principal  offices  on a month to month  basis for no
rent. 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

We are not a party to any pending legal proceedings.

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

None.


                                       6
<PAGE>

                                     PART II

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

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 ever develop.

We have  authorized 40 million  shares of Common Stock and 10 million  shares of
preferred  stock,  par value $.001 per share.  As of the date this Form  10-KSB,
there are issued and outstanding 2,583,941 shares of Common Stock (held by seven
holders of record) and no shares of preferred stock.

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.

ITEM 6.  PLAN OF OPERATION

PLAN OF OPERATION

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 stockholders, 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, 2007 we had cash on hand of $23,162


                                       7
<PAGE>

and working capital of $6,526. 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.

EQUIPMENT AND EMPLOYEES

As of December 31, 2007,  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.

OPERATIONAL EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006

During the years  ended  December  31, 2007 and 2006,  we  incurred  $31,919 and
$51,967, respectively, of operating expenses. During 2007 and 2006, the expenses
resulted  primarily  from  accounting/auditing,  legal  and  SEC  report  filing
expenses and in 2006 from interest expense. The overall decline in expenses from
year to year was due to the  conversion  of our  convertible  loan  into  equity
during the year ended  December 31, 2006 and  therefore  eliminating  all of our
interest expense in 2007.

ITEM 7.  FINANCIAL STATEMENTS

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

ITEM 8.  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 ("Sherb") as
our new independent accountants.  There were no disagreements,  adverse opinions
or disclaimer of opinion by Lazar at the time of the change.

ITEM 8A(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 Securities Exchange Act of 1934 (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.

Our management,  including our president and chief financial  officer,  does not
expect that our disclosure controls and procedures or our internal controls will
prevent all errors and all fraud. A control system, no matter how well conceived
and operated,  can provide only  reasonable,  not absolute,  assurance  that the
objectives  of the  control  system  are met.  Further,  the design of a control
system  must  reflect  the fact that  there  are  resource  constraints  and the
benefits of controls must be considered relative to their costs.  Because of the
inherent  limitations  in all control  systems,  no  evaluation  of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within Twin Lakes have been detected.


                                       8
<PAGE>

     (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, 2007. 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, 2007,  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 period covered by this report that has materially  affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.

ITEM 8B. OTHER INFORMATION

         None.

                                    PART III

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

The following table sets forth information concerning our officers and directors
as of March 17, 2008:

Name                   Age    Title
-------                ---    -----
Arnold P. Kling        49     President, treasurer and director
Kirk M. Warshaw        49     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  Buckeye  Communications,   Inc.,  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  serves  as a  director  and  president  of R&R
Acquisition, III, Inc., 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), 24 Holdings, Inc. (OTCBB:TWFH)
and Newtown Lane Marketing, Incorporated (OTCBB:NWLM).


                                       9
<PAGE>

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
the chief financial officer of R&R Acquisition,  III, Inc., 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); the chief financial officer and a director of Newtown Lane
Marketing,  Incorporated  (OTCBB:NWLM) and 24 Holdings,  Inc. (OTCBB:TWFH) 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-B.  In
addition,  we have not  adopted any  procedures  by which our  stockholders  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  knowledge,  during the fiscal year ended
December 31, 2007 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 10. EXECUTIVE COMPENSATION.

Mr. Kling and Mr.  Warshaw are our sole  officers and Mr. Kling is also our sole
director  (each  a  "named  executive  officer").   Neither  receives  any  cash
compensation for their services rendered on our behalf.

Since  our  inception  we have  paid no cash  compensation  to our  officers  or
directors.  During the quarter ended  September 30, 2005, our Board of Directors
authorized  the issuance to Mr.  Warshaw,  an aggregate of 60,000  shares of our
Common  Stock for services he provided to us which were  determined  to be worth
$8,000. The expense was recognized in our 2005 financial statements.  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 the we pay a
finder's fee or commission  to any of our officers,  director or any entity with
which an officer or  director is  affiliated.  We do not have any  incentive  or
stock option plan in effect.


                                       10
<PAGE>

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.

ITEM 11. SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The  following  table  sets  forth  certain  information  as of March  17,  2008
regarding  the number and  percentage of our Common Stock (being our only voting
securities)  beneficially owned by each named executive 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.

<TABLE>
<CAPTION>
                                                         SHARES OF COMMON
                                                        STOCK BENEFICIALLY  PERCENTAGE OF
          NAME OF BENEFICIAL OWNER                           OWNED (1)        OWNERSHIP
------------------------------------------------------  ------------------  -------------
<S>                                                          <C>                <C>
R&R Biotech Partners, LLC
1270 Avenue of the Americas - 16th Floor
New York, NY 10020
Attention: Thomas Pinou, CFO                                 1,890,000          73.14%

Turquoise Partners, LLC
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%
------------------------------------------------------
</TABLE>

(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 March 17, 2008 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.


                                       11
<PAGE>

ITEM 12.  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, 2007, R&R Biotech
Partners, LLC made a $45,000 capital contribution to us.

ITEM 13. EXHIBITS

   EXHIBIT
     NO.                                    DESCRIPTION
   -------                                  -----------

      2.1      Agreement  and Plan of Merger  between  Twin Lakes and Twin Lakes
               Delaware(1)
      2.2      Articles of Merger filed with the Nevada Secretary of State(1)
      2.3      Certificate  of  Merger  filed  with the  Delaware  Secretary  of
               State(1)
      3.1      Certificate of Incorporation of Twin Lakes Delaware(1)
      3.2      Bylaws of Twin Lakes Delaware(1)
     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

  (1)  Previously  filed as an Exhibit in the  company's  Annual  Report on Form
  10-KSB, filed on April 10, 2007, and incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES:

We were billed audit and financial  statement  review fees totaling  $13,500 and
$13,500  by Sherb,  our  current  independent  accountants  for the years  ended
December 31, 2007 and 2006, respectively.  In addition, we paid $6,000 to Lazar,
our former independent accountants, for the year ended December 31, 2006.

AUDIT-RELATED FEES:

None.

TAX FEES:

We were billed tax  preparation  fees totaling  $1,500 and $1,500 by Sherb,  our
current independent  accountants for the years ended December 31, 2007 and 2006,
respectively.

ALL OTHER FEES:

None.

AUDIT COMMITTEE POLICIES AND PROCEDURES:

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


                                       12
<PAGE>

                                   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: March 17, 2008


                                    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: March 17, 2008


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

Date: March 17, 2008


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


                                       13
<PAGE>

                            Twin Lakes Delaware, Inc.
                          (A DEVELOPMENT STAGE COMPANY)

                                      INDEX

<TABLE>
<S>                                                                                  <C>
Report of Independent Registered Public Accounting Firm                              F-2

Financial Statements:
Balance Sheet as of December 31, 2007                                                F-3

Statements  of  Operations  for  Years  Ended  December  31,  2007  and 2006 and
Cumulative During the Development Stage January 28, 2000 to December 31, 2007        F-4

Statements of Changes in Shareholders' Equity (Deficit) since inception (January
28, 2000) to December 31, 2007                                                       F-5

Statements of Cash Flows Years Ended  December 31, 2007 and 2006 and  Cumulative
During the Development Stage January 28, 2000 to December 31, 2007                   F-7

Notes to Financial Statements                                                        F-8
</TABLE>


                                      F-1
<PAGE>

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholders and Directors
Twin Lakes Delaware, Inc. (formerly known as Twin Lakes, Inc.)
Chatham, New Jersey


We have audited the accompanying  balance sheet of Twin Lakes Delaware,  Inc. (A
Development  Stage  Enterprise)  as  of  December  31,  2007,  and  the  related
statements of operations,  shareholders'  equity, and cash flows for each of the
years then ended  December 31, 2007 and 2006 and for the period January 28, 2000
(date of inception) to December 31, 2007.  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 audit 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.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management,  as well as evaluating principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  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 the Company as of December 31,
2007,  and the  results of its  operations  and cash flows for each of the years
then ended  December 31, 2007 and 2006 and for the period January 28, 2000 (date
of  inception)  to  December  31, 2007 in  conformity  with  generally  accepted
accounting principles in the United States of America.

The  accompanying  financial  statements  have been prepared  assuming that Twin
Lakes Delaware,  Inc. will continue as a going concern.  As more fully described
in Note 1, the Company has been a  development  stage  company and has  incurred
recurring operating losses and will have to obtain additional capital to sustain
operations. These conditions raise substantial doubt about the Company's ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  accompanying  financial  statements  do not
include any  adjustments to reflect the possible  effects on the  recoverability
and  classification  of assets or the amounts and  classification of liabilities
that may result from the outcome of this uncertainty.



                                                /s/SHERB & CO, LLP

                                                Certified Public Accountants

New York, NY
March 14, 2008


                                      F-2
<PAGE>

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

<TABLE>
<CAPTION>
                                                              DECEMBER 31
                      ASSETS                                      2007
                      ------                                  -----------

<S>                                                            <C>
Cash                                                           $  23,162
                                                               ---------

TOTAL ASSETS                                                   $  23,162
                                                               =========


   LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Accounts payable & accrued expenses                            $  16,636
                                                               ---------

Total liabilities                                                 16,636
                                                               ---------

COMMITMENTS AND CONTINGENCIES                                         --

SHAREHOLDERS' EQUITY:
Preferred stock; $0.001 par value, 10,000,000
authorized in 2007 and 2006 respectively, none issued                 --
Common stock, $.001 par value; 40,000,000 shares
authorized, 2,583,941 shares issued
and outstanding for 2007 and 2006, respectively                    2,584
Additional paid-in capital                                       190,505
Treasury stock - 20,000 shares of common stock, at cost           (9,300)
Deficit accumulated during the development stage                (177,263)
                                                               ---------
   Total shareholders' equity                                      6,526
                                                               ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $  23,162
                                                               =========
</TABLE>


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


                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                            Cumulative During
                                                                             the Development
                                                      Year Ended                  Stage
                                                     December 31,          January 28, 2000 to
                                                 2007            2006       December 31, 2007
                                             -------------------------------------------------
<S>                                          <C>              <C>              <C>
Revenues                                     $        --      $        --      $        --
                                             -----------      -----------      -----------

Expenses
     Filing fees                                   4,000            6,539           22,311
     Professional fees                            27,365           13,015          104,436
     Other expenses                                  554              250           13,041
     Interest expense                                 --           32,163           37,475
                                             -----------      -----------      -----------
     Total expenses                               31,919           51,967          177,263
                                             -----------      -----------      -----------
Net loss                                     $   (31,919)     $   (51,967)     $  (177,263)
                                             ===========      ===========      ===========

Basic and diluted loss per share             $     (0.01)     $     (0.02)
                                             ===========      ===========


Weighted average number of common shares
- basic and diluted                            2,583,941        2,438,407
                                             ===========      ===========
</TABLE>


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


                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated               Total
                                                       Common Stock        Additional   During the             Shareholders'
                                                  ---------------------      Paid-in    Development  Treasury     Equity
                                                   Shares       Amount       Capital       Stage       Stock     (Deficit)
                                                  --------------------------------------------------------------------------

<S>                                                <C>         <C>          <C>          <C>           <C>        <C>
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)
                                                  --------     --------     --------     --------      ------     --------
</TABLE>


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


                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated                       Total
                                                     Common Stock          Additional    During the                   Shareholders'
                                               -----------------------       Paid-in    Development     Treasury         Equity
                                                 Shares        Amount        Capital       Stage          Stock         (Deficit)
                                               ------------------------------------------------------------------------------------

<S>                                            <C>           <C>           <C>           <C>            <C>            <C>
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 stockholder 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)
                                               ---------     ---------     ---------     ---------      ---------      ---------

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
                                               =========     =========     =========     =========      =========      =========
</TABLE>


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


                                      F-6
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Cumulative During
                                                                   the Development
                                                                        Stage                   Year ended
                                                                 January 28, 2000 to           December 31,
                                                                  December 31, 2007       2007              2006
                                                                 -----------------------------------------------------

<S>                                                                  <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                             $(177,263)        $ (31,919)        $ (51,967)

Adjustments to reconcile net loss to net cash utilized by
operating activities:
   Compensatory shares                                                  13,016                --                --
   Valuation of beneficial conversion feature                           32,163                --            32,163
   Reduction of legal fees                                               2,000                --                --
   Increase in prepaid expenses                                             --                --                --
   Increase (decrease) in accounts payable & accrued expenses           21,946             5,621               (66)
                                                                     ---------         ---------         ---------

   Net cash utilized by operating activities                          (108,138)          (26,298)          (19,870)
                                                                     ---------         ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholders' loans                                       60,100                --                --
Acquisition of treasury shares                                          (9,300)               --            (9,300)
Contribution of additional paid-in capital                              77,500            45,000            32,500
Net proceeds from sale of common units                                   3,000                --                --
                                                                     ---------         ---------         ---------

Net cash provided by financing activities                              131,300            45,000            23,200
                                                                     ---------         ---------         ---------

Increase in cash and cash equivalents                                   23,162            18,702             3,330

Cash and cash equivalents at beginning of period                            --             4,460             1,130
                                                                     ---------         ---------         ---------

Cash and cash equivalents at end of period                           $  23,162         $  23,162         $   4,460
                                                                     =========         =========         =========

   Supplemental Disclosure of Cash Flows Information

       Interest paid                                                 $   5,312         $      --         $      --
       Income taxes                                                  $      --         $      --         $      --
</TABLE>


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


                                      F-7
<PAGE>

                            TWIN LAKES DELAWARE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2007 AND 2006

NOTE 1 - DESCRIPTION OF COMPANY:

Twin Lakes,  Inc.  ("Twin  Lakes") was organized  under the laws of the state of
Nevada on  January  28,  2000.  Effective  on June 8, 2006  ("Effective  Date"),
pursuant to the applicable provisions of the Nevada Revised Statutes (the "NRS")
and the Delaware General Corporations Laws, Twin Lakes merged with and into Twin
Lakes Delaware,  Inc.  ("Twin Lakes  Delaware" or the "Company"),  a corporation
organized  under the laws of the State of Delaware.  On the Effective Date, Twin
Lakes  Delaware  was 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 of Twin Lakes  Delaware (the  "Delaware  Merger").
The separate  existence of Twin Lakes ceased on June 8, 2006 in accordance  with
the applicable provisions of the NRS.

Unless otherwise stated,  all share and per share information is presented as if
the merger took place at the beginning of all periods presented.

The Company was formed to serve as a vehicle to raise  capital and to acquire an
operating business. We are currently considered a "blank check" company inasmuch
as the Company is not generating  revenues,  does not own an operating  business
and  has no  specific  business  plan  other  than  to  engage  in a  merger  or
acquisition transaction with a yet-to-be identified company or business. We have
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  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 $177,000 for the period from inception, January 28, 2000
to December 31, 2007,  has working  capital of  approximately  $6,500 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) 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-8
<PAGE>

                            TWIN LAKES DELAWARE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2007 AND 2006

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 reflects the
            potential dilution that could occur if options or other contracts to
            issue shares of common  stock were  exercised or converted to common
            stock as long as the effect of their inclusion is not anti-dilutive.
            We currently  have no options or contracts to issue shares of common
            stock outstanding.

     (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.

     (e) Financial Instruments

            The  estimated  fair values of all reported  assets and  liabilities
            which represent  financial  instruments,  none of which are held for
            trading  purposes,  approximate  their carrying value because of the
            short term  maturity  of these  instruments  or the stated  interest
            rates are indicative of market interest rates.

     (f) Equity Based 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.

            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 last equity based  compensation  issued by the
            Company  was more  than two  years ago and such  shares  were  fully
            vested upon issuance, hence an expense was recorded at that time.


                                      F-9
<PAGE>

                            TWIN LAKES DELAWARE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2007 AND 2006

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

     (g) New Accounting Pronouncements

            FASB 141(revised 2007) - Business Combinations

            In December  2007,  the FASB issued FASB  Statement No. 141 (revised
            2007), Business Combinations. This Statement replaces FASB Statement
            No.  141,   Business   Combinations.   This  Statement  retains  the
            fundamental  requirements  in  Statement  141 that  the  acquisition
            method of  accounting  (which  Statement  141  called  the  purchase
            method) be used for all business combinations and for an acquirer to
            be identified for each business combination.  This Statement defines
            the  acquirer  as the  entity  that  obtains  control of one or more
            businesses  in  the  business   combination   and   establishes  the
            acquisition  date as the date that the  acquirer  achieves  control.
            This Statement's  scope is broader than that of Statement 141, which
            applied only to business  combinations in which control was obtained
            by  transferring  consideration.  By  applying  the same  method  of
            accounting--the  acquisition  method--to all  transactions and other
            events in which one entity  obtains  control  over one or more other
            businesses,   this  Statement  improves  the  comparability  of  the
            information  about  business   combinations  provided  in  financial
            reports.

            This  Statement   requires  an  acquirer  to  recognize  the  assets
            acquired,  the liabilities assumed, and any noncontrolling  interest
            in the  acquiree  at the  acquisition  date,  measured at their fair
            values as of that date,  with  limited  exceptions  specified in the
            Statement.  That replaces Statement 141's  cost-allocation  process,
            which  required  the cost of an  acquisition  to be allocated to the
            individual  assets acquired and  liabilities  assumed based on their
            estimated fair values.

            This Statement  applies to all transactions or other events in which
            an entity (the acquirer)  obtains  control of one or more businesses
            (the  acquirer),  including  those  sometimes  referred  to as "true
            mergers" or "mergers of equals" and  combinations  achieved  without
            the transfer of  consideration,  for example,  by contract  alone or
            through the lapse of minority veto rights. This Statement applies to
            all business  entities,  including  mutual  entities that previously
            used the pooling-of-interests method of accounting for some business
            combinations.  It does not apply to:  (a) The  formation  of a joint
            venture,  (b) The  acquisition of an asset or a group of assets that
            does not constitute a business,  (c) A combination  between entities
            or  businesses  under  common  control,  (d) A  combination  between
            not-for-profit  organizations  or the  acquisition  of a  for-profit
            business by a not-for-profit organization.

            This Statement  applies  prospectively to business  combinations for
            which the acquisition date is on or after the beginning of the first
            annual  reporting period beginning on or after December 15, 2008. An
            entity may not apply it before that date.  Management  believes this
            Statement  will have no impact on the  financial  statements  of the
            Company  once  adopted  until the  Company  effectuates  a merger or
            acquisition  with  a  yet-to-be   identified  operating  company  or
            business.


                                      F-10
<PAGE>

                            TWIN LAKES DELAWARE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2007 AND 2006

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

     (g) New Accounting Pronouncements (continued):

            FASB  160  -  Noncontrolling  Interests  in  Consolidated  Financial
            Statements - an amendment of ARB No. 51

            In  December  2007,  the  FASB  issued  FASB  Statement  No.  160  -
            Noncontrolling  Interests in Consolidated  Financial Statements - an
            amendment of ARB No. 51. This Statement applies to all entities that
            prepare consolidated  financial  statements,  except  not-for-profit
            organizations,  but will  affect  only those  entities  that have an
            outstanding  noncontrolling  interest in one or more subsidiaries or
            that deconsolidate a subsidiary. Not-for-profit organizations should
            continue to apply the guidance in Accounting  Research  Bulletin No.
            51, Consolidated Financial Statements, before the amendments made by
            this Statement, and any other applicable standards,  until the Board
            issues interpretative guidance.

            This Statement  amends ARB 51 to establish  accounting and reporting
            standards for the  noncontrolling  interest in a subsidiary  and for
            the   deconsolidation   of  a  subsidiary.   It  clarifies   that  a
            noncontrolling  interest in a subsidiary is an ownership interest in
            the  consolidated  entity  that  should be reported as equity in the
            consolidated financial statements. Before this Statement was issued,
            limited guidance existed for reporting noncontrolling  interests. As
            a result,  considerable  diversity  in practice  existed.  So-called
            minority  interests were reported in the  consolidated  statement of
            financial  position  as  liabilities  or in  the  mezzanine  section
            between    liabilities   and   equity.   This   Statement   improves
            comparability by eliminating that diversity.

            A noncontrolling interest,  sometimes called a minority interest, is
            the portion of equity in a subsidiary not attributable,  directly or
            indirectly,  to a parent.  The  objective  of this  Statement  is to
            improve  the  relevance,  comparability,  and  transparency  of  the
            financial  information  that  a  reporting  entity  provides  in its
            consolidated  financial  statements by  establishing  accounting and
            reporting  standards  that require:  (a) The ownership  interests in
            subsidiaries  held by  parties  other  than the  parent  be  clearly
            identified,  labeled, and presented in the consolidated statement of
            financial  position  within  equity,  but separate from the parent's
            equity,  (b) The amount of consolidated  net income  attributable to
            the parent and to the noncontrolling  interest be clearly identified
            and presented on the face of the  consolidated  statement of income,
            (c)  Changes  in a  parent's  ownership  interest  while the  parent
            retains its  controlling  financial  interest in its  subsidiary  be
            accounted  for  consistently.  A parent's  ownership  interest  in a
            subsidiary  changes if the  parent  purchases  additional  ownership
            interests  in its  subsidiary  or if the  parent  sells  some of its
            ownership  interests  in its  subsidiary.  It  also  changes  if the
            subsidiary  reacquires  some  of  its  ownership  interests  or  the
            subsidiary  issues  additional  ownership  interests.  All of  those
            transactions are economically  similar,  and this Statement requires
            that they be accounted for similarly,  as equity  transactions,  (d)
            When a subsidiary  is  deconsolidated,  any retained  noncontrolling
            equity investment in the former subsidiary be initially  measured at
            fair  value.  The  gain  or  loss  on  the  deconsolidation  of  the
            subsidiary  is measured  using the fair value of any  noncontrolling
            equity investment rather than


                                      F-11
<PAGE>

                            TWIN LAKES DELAWARE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2007 AND 2006

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

     (g) New Accounting Pronouncements (continued):

            the  carrying  amount  of that  retained  investment,  (e)  Entities
            provide sufficient disclosures that clearly identify and distinguish
            between  the  interests  of the  parent  and  the  interests  of the
            noncontrolling owners.

            This  Statement is effective for fiscal years,  and interim  periods
            within those fiscal years,  beginning on or after  December 15, 2008
            (that is,  January 1, 2009,  for entities with calendar  year-ends).
            Earlier  adoption is  prohibited.  This  Statement  shall be applied
            prospectively  as of the  beginning of the fiscal year in which this
            Statement  is initially  applied,  except for the  presentation  and
            disclosure    requirements.    The   presentation   and   disclosure
            requirements  shall  be  applied  retrospectively  for  all  periods
            presented. Management believes this Statement will have no impact on
            the financial statements of the Company once adopted.

NOTE 3 - CONVERTIBLE LOAN PAYABLE - SHAREHOLDER:

As of December 31, 2005,  the Company was indebted to a stockholder 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 stockholder in the
principal amount of $32,163 (the "TPL Note") which also provided the stockholder
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
stockholder  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.


                                      F-12
<PAGE>

                            TWIN LAKES DELAWARE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2007 AND 2006

NOTE 4 - SHAREHOLDERS' EQUITY:

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, 2007,  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.

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 stockholder  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  stockholders
contributed  $32,500 for working  capital  purposes was and has been recorded as
additional paid in capital.

During the year ended December 31, 2007, a shareholder  contributed  $45,000 for
working capital purposes and it has been recorded as additional paid in capital.


                                      F-13
<PAGE>

                            TWIN LAKES DELAWARE, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2007 AND 2006

NOTE 5 - INCOME TAXES:

                                                       2007        2006
                                                     --------    --------
       Deferred tax assets and liabilities consist
       of the following:

       Deferred tax assets:
          Net operating loss carry forwards          $ 49,700    $ 38,500

          Less valuation allowance                    (49,700)    (38,500)
                                                     --------    --------
                                                     $     --    $     --
                                                     ========    ========


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

---------------------------------------------------------- ---------------------
                                                               December 31,
---------------------------------------------------------- ---------------------
                                                              2007       2006
---------------------------------------------------------- ---------- ----------
Provision for expected federal statutory rate                 (35)%       (35)%
---------------------------------------------------------- ---------- ----------
Permanent difference                                            --%        21%
---------------------------------------------------------- ---------- ----------
Loss for which no benefit is available or a                   (35)%        14%
valuation allowance has been recorded
---------------------------------------------------------- ---------- ----------
                                                                --%        --%
---------------------------------------------------------- ---------- ----------

At December 31, 2007,  the Company had  approximately  $142,000 of net operating
loss carry  forwards  ("NOL's")  available  which expires in years  beginning in
2027. The deferred tax asset and related  valuation  increased by $11,200 during
2007. 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.


                                      F-14