<PAGE>

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

                                   FORM 10-KSB

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

For the Fiscal Year Ended December 31, 2002

                                       OR

[ ]  TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (No Fee Required)

                          Commission File No. 000-50085

                                Twin Lakes, Inc.
                                ----------------
                 (Name of Small Business Issuer in its Charter)

<TABLE>
<CAPTION>

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

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

</TABLE>

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

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

                         Common Stock, $0.001 Par Value
                         ------------------------------
                                (Title of Class)

                Class A Redeemable Common Stock Purchase Warrants
                -------------------------------------------------
                                (Title of Class)

                Class B Redeemable Common Stock Purchase Warrants
                -------------------------------------------------
                                (Title of Class)
-------------------------------------------------------------------------------


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

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

The Company's revenues for Fiscal Year ended December 31, 2002 were $0.00.



                                       1

<PAGE>

As of June 11, 2003, 3,000,000 shares of Common Stock were outstanding and there
was no trading market for the Common Stock. The number of shares held by
non-affiliates was 750,000 shares.

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.






                                       2


<PAGE>


                                     PART I

Item 1. Description of Business.

         We are a "blank check" company formed on January 28, 2000, to effect a
business combination with a target business which we believe has significant
growth potential. To date, our efforts have been limited to organizational
activities and a public offering of our securities, which was later withdrawn.
We filed a Registration Statement on Form SB-2 on September 14, 2000, which was
amended on December 28, 2000 (SEC File No. 333-45776). Subsequently, we withdrew
this Registration Statement on January 4, 2002, because of our inability, as a
blank check company, to offer our securities in most states. We have no plans,
arrangements or understandings with any prospective business combination
candidates and have not targeted any business for investigation and evaluation
nor are there any assurances that we will find a suitable business with which to
combine. The implementation of our business objectives is wholly contingent upon
a business combination and/or the successful sale of securities in the company.
We intend to utilize the proceeds of any offering, any sales of equity
securities or debt securities, bank and other borrowings or a combination of
those sources to effect a business combination with a target business which we
believe has significant growth potential. While we may, under certain
circumstances, seek to effect business combinations with more than one target
business, unless and until our warrants are exercised or additional financing is
obtained, we will not have sufficient proceeds remaining after an initial
business combination to undertake additional business combinations.

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

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

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



                                       3
<PAGE>

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

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

         o        costs associated with effecting the business combination;

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

         o        growth potential of the target business;

         o        capital requirements of the target business;

         o        capital available to the target business;

         o        competitive position of the target business;

         o        stage of development of the target business;

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

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

         o        the financial statements of the target business; and

         o        the regulatory environment in which the target business
                  operates.

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

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


                                       4
<PAGE>

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

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

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

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



                                       5
<PAGE>

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

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

         We currently have no employees, other than our chief executive officer,
Johnny R. Thomas, who serves without compensation. Our officers are only
required to devote a small portion of their time (less than 10%) to our affairs
on a part-time or as-needed basis. We expect to use outside consultants,
advisors, attorneys and accountants as necessary, none of which will be hired on
a retainer basis. We do not anticipate hiring any full-time employees so long as
we are seeking and evaluating business opportunities.

Item 2. Description of Property

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

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

Item 3. Legal Proceedings

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


Item 4. Submission of Matters to a Vote of Security Holders

         No matter was submitted to a vote of stockholders in the fourth quarter
of 2002.



                                       6
<PAGE>

                                     PART II

Item 5. Market for Company's Common Equity and Related Stockholder Matters

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

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

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

Recent Sales of Unregistered Securities

         The following information relates to the sales of unregistered
securities by the Company during the three year period ended December 31, 2002.
These sales of securities were made in reliance upon an exemption from the
registration provisions of the Securities Act set forth in Sections 4(2) thereof
and the rules and regulations under the Securities Act, including Regulation D,
as a transaction by an issuer not involving any public offering and/or sale to a
limited number of purchasers who were acquiring such securities for their own
account for investment purposes and not with a view to the resale or
distribution thereof.

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

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



                                       7
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation

Plan of Operation

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

General

         Our plan is to seek, investigate, and consummate a merger or other
business combination, purchase of assets or other strategic transaction (i.e. a
merger) with a corporation, partnership, limited liability company or other
business entity (a "Merger Target") desiring the perceived advantages of
becoming a publicly reporting and publicly held corporation. We are currently in
the development stage and in the process of raising capital. We have no
operating business, and all our activities since inception have been related to
our formation and proposed financing, which was later withdrawn. Our ability to
commence operations is contingent upon obtaining adequate financial resources.
As of December 31, 2002, we had not incurred any material costs or expenses
other than those associated with formation of the company, and we had cash on
hand of $2,780. On August 23, 2000, September 7, 2000, February 20, 2001, August
31, 2002 and October 31, 2002, we received $6,000, $3,000, $2,500, $2,000 and
$7,000 respectively, or an aggregate of $20,500, for operating expenses. The
loans were made by Estancia LLC, an entity established by our President for
estate planning purposes. These loans were originally repayable on December 31,
2002 and bear interest at a rate of 6% per annum. On February 28, 2003, we
received another loan from Estancia for $4,000. Dr. Thomas has agreed to extend
the due date of each loan until October 31, 2004 unless we complete a business
combination earlier. If we do complete a business combination, then we will seek
to have the target business repay the loans. Although this is not a requirement
for the completion of a business combination, it is a factor we would consider
in evaluating potential combinations. Over the next 12 months, we anticipate
continuing to seek a business combination. We do not anticipate making any
significant changes in the number of employees, so long as we are seeking and
evaluating business opportunities. No cash compensation will be paid to any
officer or director in their capacities as such until after the consummation of
the first business combination. Although this is not a requirement for the
completion of a business combination, it is a factor we would consider in
evaluating potential combinations.


                                       8
<PAGE>

         Our auditors have included an explanatory paragraph in their report for
the year ended December 31, 2002, indicating that certain conditions raise
substantial doubt regarding our ability to continue as a going concern. The
financial statements included in this Form 10-KSB do not include any adjustment
to asset values or recorded amounts of liability that might be necessary in the
event we are unable to continue as a going concern. If we are in fact unable to
continue as a going concern, shareholders may lose their entire investment in
our common stock.

Equipment and Employees

         As of December 31, 2002, we had no operating business and thus no
equipment and no employees, other than our president, who does not receive a
salary. We do not intend to develop our own operating business but instead plan
to merge with another company.

Expenses for Years Ended December 31, 2002 and December 31, 2001

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

         The operating expenses of $20,091 for the twelve month period ended
December 31, 2002 and $3,425 for the twelve months ended December 31, 2001
resulted primarily from accounting/auditing, legal and general administrative
expenses.




                                       9
<PAGE>

                                  RISK FACTORS

We Have No Operating History or Basis for Evaluating Prospects

         We were incorporated in January 2000 and we have no operating business
or plans to develop one. We are currently seeking to enter into a merger with
another company. Accordingly, there is only a limited basis upon which to
evaluate our prospects for achieving our intended business objectives. To date,
our efforts have been limited to organizational activities and searching for
merger targets.

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

         We have limited resources, no revenues from operations to date, and our
cash on hand may not be sufficient to satisfy our cash requirements during the
next twelve months. In addition, we will not achieve any revenues (other than
insignificant investment income) until, at the earliest, the consummation of a
merger and we cannot ascertain our capital requirements until such time. Further
limiting our abilities to achieve revenues, in order to avoid status as an
"Investment Company" under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), we can only invest our funds prior to a merger in
limited investments which do not invoke Investment Company status. There can be
no assurance that determinations ultimately made by us will permit us to achieve
our business objectives. Our auditors have included an explanatory paragraph in
their report for the year ended December 31, 2002, indicating that certain
conditions raise substantial doubt regarding our ability to continue as a going
concern. The financial statements included in this Form 10-KSB do not include
any adjustment to asset values or recorded amounts of liability that might be
necessary in the event we are unable to continue as a going concern. If we are
in fact unable to continue as a going concern, shareholders may lose their
entire investment in our common stock.

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

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

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

         Our ability to effect a merger will be dependent upon the efforts of
our executive officer and sole director, Johnny Thomas. Notwithstanding the
importance of Mr. Thomas, we have not entered into any employment agreement or
other understanding with Mr. Thomas concerning compensation or obtained any "key
man" life insurance on his life. The loss of the services of Mr. Thomas will
have a material adverse effect on our business objectives. We will rely upon the
expertise of Mr. Thomas and do not anticipate that we will hire additional
personnel. While we have engaged certain outside consultants who have and who
will continue to assist us in evaluating merger targets, we may not have the
resources to retain additional personnel as necessary.


                                       10
<PAGE>

Management Will Change Upon the Consummation of a Merger

         After the closing of a merger, our current management will not retain
any control over the Company. Mr. Thomas intends to resign as the sole officer
and director of the Company. It is impossible to know at this time who the
management of the Company will be after the close of a merger.

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

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


Current Stockholders Will Be Immediately and Substantially Diluted upon a Merger

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



                                       11
<PAGE>

We Do Not Expect to Pay Cash Dividends

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

We Are Authorized to Issue Preferred Stock

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


Item 7. Financial Statements

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


Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

         None



                                       12
<PAGE>


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.

         The following table sets forth information concerning the sole director
and executive officer of the Company:

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

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

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

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

Meetings of the Board

       Our sole director is, and always has been, Mr. Thomas. As of June 11,
2003, the Board of Directors, by written consent signed by the sole director, in
lieu of a meeting, approved and ratified all actions taken by management
including all agreements and stock issuances in the fiscal year ended December
31, 2002. As we only have one board member, we do not have separate or
independent audit or compensation committees.


                                       13
<PAGE>

Item 10.  Executive Compensation

       Johnny R. Thomas is the sole officer and director of the Company. Mr.
Thomas receives no compensation for his services as the sole director and/or
president and secretary of the Company. Since our inception, we have paid no
cash compensation to our officers or directors. No officer or director is
required to make any specific amount or percentage of his business time
available to us.

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

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

                                       Amount and
                                        Nature of           Percentage of
                                       Beneficial            Outstanding
Name                                  Ownership (1)       Shares Owned (2)
----                                  -------------       ----------------
Johnny R. Thomas (3)                  3,000,000(4)                80%
1700 W. Horizon Ridge Parkway
Henderson, NV 89012

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

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

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


                                       14
<PAGE>


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

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

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

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

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

Item 12. Certain Relationships and Related Transactions

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

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

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



                                       15
<PAGE>

         On August 23, 2000, September 7, 2000, February 20, 2001, August 31,
2002 and October 31, 2002, we received $6,000, $3,000, $2,500, $2,000 and
$7,000, respectively, for operating expenses from Estancia LLC, an entity
established by Dr. Thomas for estate planning purposes. These loans were
originally repayable on December 31, 2002 and bear interest at a rate of 6% per
annum. We received an additional loan of $4,000 on February 28, 2003. Dr. Thomas
has agreed to extend the due date of each loan until October 31, 2004 unless we
complete a business combination earlier. If we do complete a business
combination, then we will seek to have the target business repay the loans.
Although this is not a requirement for the completion of a business combination,
it is a factor we would consider in evaluating potential combinations.

Item 13. Exhibits and Reports on Form 8-K

(a)  Exhibits

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

   3.1               Articles of Incorporation of the registrant. (1)

   3.2               By-Laws of the registrant. (1)

   4.1               Specimen Common Share Certificate. (1)

   4.2               Specimen of Class A Warrant Certificate. (1)

   4.3               Specimen of Class B Warrant Certificate. (1)

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

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

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

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

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

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

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



                                       16
<PAGE>



   99.1              Certification Pursuant to 18 U.S.C. Section 1350*

---------

*      Filed with this report

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

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

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



(b) Reports on Form 8-K

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


Item 14. Controls and Procedures

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


                                       17
<PAGE>


                                TWIN LAKES, INC.
                                ----------------
                          (A Development Stage Company)


                                      INDEX

<TABLE>
<CAPTION>

                                                                                               Page(s)
                                                                                               -------
<S>                                                                                            <C>
Independent Auditors' Report                                                                    F - 2.

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

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

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

Notes to Financial Statements                                                                   F - 7.

</TABLE>


                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Stockholders
Twin Lakes, Inc.
Henderson, Nevada


We have audited the accompanying balance sheets of Twin Lakes, Inc. (a
development stage company), as of December 31, 2002 and 2001, the related
statements of operations and cash flows for the years then ended and the
statements of operations, cash flows and stockholders' equity for the period
from inception (January 28, 2000) to December 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of Twin Lakes, Inc. (a development
stage company) as of December 31, 2002 and 2001, and the results of its
operations and its cash flows for the periods then ended, in conformity with
accounting principles generally accepted in the United States of America.

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



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

New York, New York
May 19, 2003



                                      F-2
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                    2002          2001
                                                                                  --------      --------
<S>                                                                               <C>           <C>
                                   - ASSETS -

CURRENT ASSETS:
     Cash                                                                         $  2,780      $  1,401
                                                                                  --------      --------


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



               - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -

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

COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY (DEFICIT) (Note 4):
     Preferred stock, $.001 par value; 8,000,000 shares authorized,
       none issued                                                                       -             -
     Common stock, $.001 par value; 40,000,000 shares authorized,
       3,000,000 shares issued and outstanding                                       3,000         3,000
     Deficit accumulated during the development stage                              (34,043)      (13,952)
                                                                                  --------      --------
                                                                                   (31,043)      (10,952)
                                                                                  --------      --------

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

                             See accompanying notes


                                      F-3
<PAGE>


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

<TABLE>
<CAPTION>

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

COSTS AND EXPENSES:
     Professional fees                                          23,175                16,425                    750
     Filing fees                                                 9,024                 2,784                  1,948
     Other expenses                                                245                   137                     59
     Interest expense                                            1,599                   745                    668
                                                              --------              --------               --------
                                                                34,043                20,091                  3,425
                                                              --------              --------               --------

NET LOSS                                                      $(34,043)             $(20,091)              $ (3,425)
                                                              ========              ========               ========
</TABLE>

                             See accompanying notes


                                      F-4
<PAGE>


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

<TABLE>
<CAPTION>

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

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

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

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

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

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

Net loss for year ended December 31, 2002                               -            -            (20,091)             (20,091)
                                                                ---------    ---------          ---------            ---------

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

</TABLE>



                             See accompanying notes


                                      F-5
<PAGE>


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

<TABLE>
<CAPTION>
                                                                       Cumulative During the
                                                                         Development Stage               Year Ended December 31,
                                                                        (January 28, 2000 to            ---------------------------
                                                                         December 31, 2002)                2002             2001
                                                                        ---------------------           --------          ---------
<S>                                                                     <C>                             <C>               <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                 $(34,043)                 $(20,091)         $ (3,425)
     Adjustment to reconcile net loss to net cash utilized by
       operating activities:
       Increase in accrued expenses                                             13,323                    12,470               668
                                                                              --------                  --------          --------
         Net cash utilized by operating activities                             (20,720)                   (7,621)           (2,757)
                                                                              --------                  --------          --------


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

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

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

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $  2,780                  $  2,780          $  1,401
                                                                              ========                  ========          ========

</TABLE>


                             See accompanying notes


                                      F-6
<PAGE>


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


NOTE 1 -      DESCRIPTION OF COMPANY:

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

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


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

         (a)  Use of Estimates:

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

         (b)  Statements of Cash Flows:

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


                                      F-7
<PAGE>


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

NOTE 3 -      LOANS PAYABLE - STOCKHOLDER:

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


NOTE 4 -      STOCKHOLDERS' EQUITY:

              The Company has authorized 40 million shares of common stock, par
              value $.001 per share and 8 million shares of preferred stock, par
              value $.001 per share. There are issued and outstanding, 3 million
              shares of common stock (held by four holders of record) and no
              shares of preferred stock. All shares of common stock currently
              outstanding are validly issued, fully paid and non-assessable. The
              Company has no plans, proposals, arrangements or understandings
              with respect to selling its securities prior to the location of a
              target business.

              The Company has authorized 1,000,000 Class A Warrants, all of
              which were issued and held by four persons. The Class A Warrants
              are exercisable for four years, at an exercise price of $3.00 per
              share. The Company has the right to redeem the Class A Warrants at
              a price of $.001 per Warrant on at least 30 days prior notice, at
              any time during the exercise period. Any holder who does not
              exercise his Warrants prior to their expiration or redemption, as
              the case may be, will forfeit his right to purchase the underlying
              shares of common stock. The Company reserves the right to have
              standby purchasers exercise any or all of the Warrants which are
              not exercised at the end of the 30-day notice period for a
              five-day period thereafter.

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


                                      F-8

<PAGE>


                                   Signatures

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


                                 TWIN LAKES, INC.


Date: June 23, 2003              By: /s/ Johnny R. Thomas
                                    --------------------------------------------
                                    Johnny R. Thomas, Chief Executive Officer,
                                    President and Treasurer

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


Date: June 23, 2003           By: /s/ Johnny R. Thomas
                                 -----------------------------------------------
                                  Johnny R. Thomas, Chief Executive Officer,
                                  President and Treasurer (Principal Executive
                                  Officer and Principal Financial Officer)


                                       18
<PAGE>


                                  CERTIFICATION

I, Johnny R. Thomas, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Twin Lakes, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   I have disclosed, based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: June 23, 2003         By: /s/ Johnny R. Thomas
                               -------------------------------------
                                Johnny R. Thomas, Chief Executive Officer
                                and Chief Financial Officer





                                       19