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, 2006


                        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, 2006, the issuer had no revenues.

     As of April 10, 2007,  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 April 10, 2007 was 2,583,941 shares.

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE



<PAGE>


                            TWIN LAKES DELAWARE, INC.
                            FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<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.............................................6
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.       Controls And Procedures..............................................................................9
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. On May 31, 2006, the Board of Directors approved the
merger of Twin Lakes into Twin Lakes  Delaware,  Inc.  ("Twin Lakes Delaware" or
the "Company") a corporation  organized under the laws of the State of Delaware.
Effective  June 8, 2006,  pursuant to the  applicable  provisions  of the Nevada
Revised  Statutes  (the  "NRS"),  Twin Lakes was merged with and into Twin Lakes
Delaware  which became the surviving  corporation  and every five (5) issued and
outstanding  shares of Twin Lakes common stock was automatically  converted into
one (1) share of common stock 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.

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 numerous 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 the business and affairs of the Company.
The amount of time devoted to our  business  and affairs may vary  significantly
depending upon, among other things, whether we have identified a target business
or are engaged in active negotiation of a business combination.

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

As a general rule, federal and state tax laws and regulations have a significant
impact upon the  structuring  of business  combinations.  We will  evaluate  the
possible tax  consequences  of any  prospective  business  combination  and will
endeavor to structure a business combination so as to achieve the most favorable
tax treatment to 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.  We will rely upon the expertise of Mr.
Kling and do not anticipate that we will hire additional personnel.


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


MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER.

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


                                       5
<PAGE>

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


The Company's  principal offices are located at 47 School Avenue,  Chatham,  New
Jersey which are owned by an affiliated company of Kirk Warshaw, chief financial
officer and secretary of the Company. The Company occupies its principal offices
on a month to month  basis for no rent.  The  Company  does not own or intend to
invest in any real property. The Company currently has 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.



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.

                                       6
<PAGE>

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

RECENT SALES OF UNREGISTERED SECURITIES

The following  information relates to our sales of unregistered  securities from
inception  through the period ended December 31, 2006. 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.

In January 2004,  Turquoise Partners,  LLC, a New York limited liability company
("TPL"),  acquired  substantially  all of our outstanding  equity securities for
$32,000 through the purchase,  from then existing stockholders,  of an aggregate
of  588,000  shares of Common  Stock  representing  98% of our then  outstanding
Common Stock, and Class A Warrants to acquire 200,000 shares of our common.  The
sellers retained in the aggregate 12,000 shares of our Common Stock representing
two percent of our then outstanding Common Stock.

During the quarter ended September 30, 2005, a total of 92,000 restricted shares
of Common Stock were  authorized for issuance to three  individuals who provided
us with consulting  services.  We were the beneficiary of the provision of legal
services in the past by Robert Cohen and John D'Angelo and financial  consulting
services by Kirk M.  Warshaw,  and deemed it in our best  interests to formalize
our relationship with each of them to enable them to continue to provide similar
services on our behalf going forward if so requested. Accordingly, the following
issuances  were  authorized;  Robert Cohen - 12,000  restricted  shares for work
determined to be valued at $1,600;  John D'Angelo - 20,000 restricted shares for
work  determined to be valued at $2,667;  and Kirk M. Warshaw 60,000  restricted
shares for work determined to be valued at $8,000.

A series of loans were made during 2004 and 2005 to the Company by TPL, its then
principal  stockholder,  to fund  working  capital.  The loans  and the  accrued
interest  thereon  totaled  $32,163.  On January 9, 2006,  the  Company  and TPL
entered into a Convertible Grid Note Conversion  Agreement whereby TPL converted
the $32,163 outstanding loan balance into 1,891,941 shares of Common Stock.

PURCHASES OF COMMON STOCK

In March 2006, the Company acquired 20,000 shares (100,000 pre-merger shares) of
its Common Stock from a stockholder for $9,300, which shares are now recorded as
treasury shares.



ITEM 6.    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.

                                       7
<PAGE>

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, 2006 we had cash on hand of $4,460.  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, 2006,  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, 2006 and 2005

During the years  ended  December  31, 2006 and 2005,  we  incurred  $51,967 and
$26,128,  respectively,  of operating expenses. During both periods the expenses
resulted  primarily  from  accounting/auditing,  legal  and  SEC  report  filing
expenses and interest  expense.  The decline in  professional  fees from year to
year was due to the  issuance in 2005 of the 92,000  shares of our Common  Stock
for services  valued at $12,267.  The increase in interest  expense from 2005 to
2006  was  related  to  the  expense  associated  with  the  conversion  of  our
convertible loan into equity during the year ended December 31, 2006.


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") to
fill that role. Our Board of Directors  unanimously approved the change in audit
firms  and made the  final  decision  to  engage  Sherb to audit  our  financial
statements as of and for the year ended December 31, 2006.

The reports of Lazar on our financial  statements  for the years ended  December
31, 2004 and 2005 contained no adverse opinion or disclaimer of opinion and were
not  qualified or modified as to audit scope or accounting  principle.  However,
the audit report on the  financial  statements  for the year ended  December 31,
2005 contained an explanatory  paragraph  regarding our ability to continue as a
going  concern.  In connection  with its audits of the years ended  December 31,
2004 and 2005 and reviews of our financial  statements  for the periods  through
January


                                       8
<PAGE>

22, 2007 (the date of dismissal) there were no disagreements  with Lazar
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Lazar,  would have caused them to make reference  thereto
in their report on the financial statements for such years.

ITEM 8A. 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.

       (b)   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 31, 2007:

Name                      Age            Title
-------                  -----           ------
Arnold P. Kling           48      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.  (each a  publicly  reporting,  non-trading  company),
Enthrust  Financial   Services,   Inc.   (OTCBB:EFSV)  and  24  Holdings,   Inc.
(OTCBB:TWFH)

                                       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. (each a publicly
reporting, non-trading company), Enthrust Financial Services, Inc. (OTCBB:EFSV);
the chief financial officer and a director of 24Holdings,  Inc  (OTCBB:TWFH);  a
director of Empire Financial Holding Company  (AMEX:EFH) and 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, 2006 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.  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.

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  31,  2007
regarding  the number and  percentage of our 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 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 (2)
c/o Arnold P. Kling
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 31, 2007 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

Since the beginning of our fiscal year ended  December 31, 2006, we did not have
any related party  transactions  pursuant to Item 404 of  Regulation  S-B of the
Exchange Act.

The Company's  Board of Directors  consists of solely of Arnold P. Kling.  He is
not independent as such term is defined by a national  securities exchange or an
inter-dealer quotation system.


ITEM 13. EXHIBITS

    EXHIBIT
       NO.                              DESCRIPTION
   -----------                          -----------
       2.1          Agreement  and Plan of Merger  between  Twin  Lakes and Twin
                    Lakes Delaware*

       2.2          Articles of Merger filed with the Nevada Secretary of State*

       2.3          Certificate  of Merger filed with the Delaware  Secretary of
                    State*

       3.1          Certificate of Incorporation of Twin Lakes Delaware*

       3.2          Bylaws of Twin Lakes Delaware*

      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


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES:

We paid audit and financial  statement review fees totaling $7,000 to Sherb, our
current independent  accountants for the year ended December 31, 2006 and $6,000
to Lazar,  our former  independent  accountants  for the year ended December 31,
2006,  and $9,500  for the year ended  December  31,  2005 to Lazar,  our former
independent accountants.

AUDIT-RELATED FEES:

None.

TAX FEES:

We paid tax  preparation  fees  totaling $0 to Sherb,  our  current  independent
accountants  for the year ended  December  31,  2006 and $750 for the year ended
December 31, 2005 to Lazar our former independent accountants.

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: April 10, 2007


                                             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: April 10, 2007


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



Date: April 10, 2007


                              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

Report of Independent Registered Accounting Firm -
Sherb & Co., LLP                                                    F-2

Report of Independent Registered Accounting Firm -
Lazar Levine & Felix LLP                                            F-3

Financial Statements:
Balance Sheet as of December 31, 2006                               F-4

Statements  of  Operations  for  Years  Ended
December  31,  2006 and 2005 and Cumulative During the
Development Stage January 28, 2000 to December 31, 2006             F-5

Statement  of Changes  in  Stockholders'  Deficit  since
inception  (January  28,  2000) to December 31, 2006                F-6

Statements of Cash Flows Years Ended  December 31, 2006 and
2005 and  Cumulative During the Development Stage
January 28, 2000 to December 31, 2006                               F-8

Notes to Financial Statements                                       F-9 to F-13


                                      F-1
<PAGE>


REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Twin Lakes Delaware, Inc. ( formerly known as Twin Lakes, Inc.)

We have audited the accompanying  balance sheet of Twin Lakes Delaware,  Inc. (A
Development  Stage  Enterprise)  as  of  December  31,  2006,  and  the  related
statements of  operations,  stockholders'  deficit,  and cash flows for the year
ended  December 31, 2006 and for the period January 28, 2000 (date of inception)
to December 31, 2006. 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. The financial statements for the period
January 28, 2000 (date of inception) to December 31, 2005 reflect total revenues
and a net loss $0 and $93,377,  respectively of the cumulative totals. The other
auditors' report has been furnished to us and our opinion, insofar as it relates
to amounts included for such period, is based solely on the report of such other
auditors.

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,
2006,  and the results of its  operations and cash flows for the year then ended
December  31, 2006 and for the period  January 28, 2000 (date of  inception)  to
December 31, 2006 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 30, 2007



                                      F-2
<PAGE>



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders
Twin Lakes, Inc. (formerly Twin lakes, Inc.)
Chatham, New Jersey

We have audited the balance sheet of Twin Lakes  Delaware,  Inc. (a  development
stage company), as of December 31, 2005 and the related statements of operations
and cash flows for the year then ended and the  statements of  operations,  cash
flows and shareholders'  equity for the period from inception (January 28, 2000)
to December 31, 2005. 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. Those standards require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material misstatement.  The Company is not required to have, nor were we
engaged to perform,  an audit of its internal control over financial  reporting.
Our audit included  consideration of internal controls over financial  reporting
as  a  basis  for  designing  audit  procedures  that  are  appropriate  in  the
circumstances,  but  not  for  the  purpose  of  expressing  an  opinion  on the
effectiveness  of the  Company's  internal  control  over  financial  reporting.
Accordingly,  we express no such opinion. An audit also includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We  believe  that our audit  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements referred to above, present fairly, in
all material respects,  the financial  position of Twin Lakes Delaware,  Inc. (a
development  stage  company) as of  December  31,  2005,  and the results of its
operations  and its cash  flows for the year then  ended and the  statements  of
operations,  cash flows and  shareholders'  equity for the period from inception
(January  28,  2000)  to  December  31,  2005,  in  conformity  with  accounting
principles generally accepted in the United States of America.

The financial  statements were 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. The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

                                                     /s/LAZAR LEVINE & FELIX LLP
New York, New York
February 23, 2006


                                      F-3
<PAGE>



                                      TWIN LAKES DELAWARE, INC.
                                 (FORMERLY KNOWN AS TWIN LAKES INC.)
                                    (A DEVELOPMENT STAGE COMPANY)
                                             BALANCE SHEET
                                          DECEMBER 31, 2006


                                     ASSETS
                                     ------

Current Assets
     Cash and cash equivalents                                   $   4,460
                                                                 ---------
     Total current Assets                                            4,460
                                                                 ---------
     TOTAL ASSETS                                                $   4,460
                                                                 =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

Current Liabilities
     Accrued expenses                                            $  11,015
                                                                 ---------
        TOTAL CURRENT LIABILITIES                                   11,015
                                                                 ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Preferred stock; $0.001 par value, 10,000,000 authorized,
    no shares issued and outstanding                                    --
Common stock, $.001 par value; 40,000,000 shares
    authorized, 2,583,941 shares issued and outstanding              2,584
Additional paid-in capital                                         145,505
Treasury stock - 20,000 shares of common stock, at cost             (9,300)
Deficit accumulated during the development stage                  (145,344)
                                                                 ---------


        TOTAL STOCKHOLDERS' DEFICIT                                 (6,555)
                                                                 ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $   4,460
                                                                 =========


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


                                      F-4
<PAGE>


                            TWIN LAKES DELAWARE, INC.
                       (FORMERLY KNOWN AS TWIN LAKES INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                                               Cumulative During
                                           Year Ended           the Development
                                          December 31,              Stage
                                   ------------------------  January 28, 2000 to
                                     2006             2005     December 31, 2006
                                   ---------------------------------------------
Revenues                           $      --       $      --       $      --

Expenses

     Filing fees                       6,539           1,936          18,311
     Professional fees                13,015          22,467          77,071
     Other expenses                      250             150          12,487
     Interest expense                 32,163           1,575          37,475
                                   ---------       ---------       ---------
     Total expenses                   51,967          26,128         145,344
                                   ---------       ---------       ---------
Net loss                           $ (51,967)      $ (26,128)      $(145,344)
                                   =========       =========       =========

Basic and diluted loss per share   $   (0.02)      $  (0.04)
                                   =========       =========

Weighted average number of
common shares - basic and diluted  2,438,407        628,308
                                   =========       =========


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


                                      F-5
<PAGE>


                            TWIN LAKES DELAWARE, INC.
                       (FORMERLY KNOWN AS TWIN LAKES INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
                                                                                             Deficit
                                                                                           Accumulated
                                                             Common Stock       Additional  During the                  Total
                                                     ------------------------    Paid-in    Development    Treasury  Stockholders'
                                                       Shares         Amount     Capital      Stage         Stock     Deficiency
                                                     -------------------------------------------------------------------------------
<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-6
<PAGE>



                            TWIN LAKES DELAWARE, INC.
                       (FORMERLY KNOWN AS TWIN LAKES INC.)
                          (A DEVELOPMENT STAGE COMPANY)
           STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (CONTINUED)
<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                         Accumulated
                                                          Common Stock       Additional  During the                     Total
                                                  ------------------------    Paid-in    Development    Treasury     Stockholders'
                                                    Shares         Amount     Capital       Stage         Stock       Deficiency
                                                  ----------------------------------------------------------------------------------
<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)
                                                 ===================================================================================
</TABLE>

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


                                      F-7
<PAGE>



                            TWIN LAKES DELAWARE, INC.
                       (FORMERLY KNOWN AS TWIN LAKES 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, 2006          2006                  2005
                                                                        ------------------------------------------------------------
<S>                                                                          <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                     $(145,344)            $ (51,967)            $ (26,128)

Adjustments  to  reconcile  net loss to net cash  utilized by
operating activities:
    Compensatory shares                                                         13,016                    --                12,267
    Valuation of beneficial conversion feature                                  32,163                32,163                    --
    Reduction of legal fees                                                      2,000                    --                    --
    Increase in prepaid expenses                                                    --                    --                   125
    Increase (decrease) in accounts payable & accrued expenses                  16,325                   (66)                 (290)
                                                                        ------------------------------------------------------------

    Net cash utilized by operating activities                                  (81,840)              (19,870)              (14,026)
                                                                        ------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholders' loans                                               60,100                    --                14,800
Acquisition of treasury shares                                                  (9,300)               (9,300)                   --
Contribution of additional paid-in capital                                      32,500                32,500                    --
Net proceeds from sale of common units                                           3,000                    --                    --
                                                                        ------------------------------------------------------------

Net cash provided by financing activities                                       86,300                23,200                14,800
                                                                        ------------------------------------------------------------

Increase in cash and cash equivalents                                            4,460                 3,330                   774

Cash and cash equivalents at beginning of period                                    --                 1,130                   356
                                                                        ------------------------------------------------------------

Cash and cash equivalents at end of period                                   $   4,460             $   4,460             $   1,130
                                                                        ============================================================

    Supplemental Disclosure of Cash Flows Information

           Interest paid                                                     $   5,312             $      --             $   1,575
           Income taxes                                                      $      --             $      --             $      --

</TABLE>

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

                                      F-8
<PAGE>


                            Twin Lakes Delaware, Inc.
                       (FORMERLY KNOWN AS TWIN LAKES INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005


NOTE 1 - DESCRIPTION OF COMPANY:
Twin Lakes,  Inc.  ("Twin  Lakes") was organized  under the laws of the state of
Nevada on January 28, 2000. On May 31, 2006, the Board of Directors approved the
merger of Twin Lakes into Twin Lakes  Delaware,  Inc.  ("Twin Lakes Delaware" or
the "Company") a corporation  organized under the laws of the State of Delaware.
Effective  June 8, 2006,  pursuant to the  applicable  provisions  of the Nevada
Revised  Statutes  (the  "NRS"),  Twin Lakes was merged with and into Twin Lakes
Delaware  which became the surviving  corporation  and every five (5) issued and
outstanding  shares of Twin Lakes common stock was automatically  converted into
one (1) share of common stock 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 $145,000 for the period from inception, January 28, 2000
to December 31, 2006, has working capital deficiency of approximately $6,000 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.

STOCK-BASED EMPLOYEE COMPENSATION

The  Company  accounted  for  stock-based   compensation   plans  utilizing  the
provisions of Accounting  Principles Board Opinion No. 25 (APB 25),  "Accounting
for  Stock  Issued to  Employees"  and the  Financial  Accounting  Statement  of
Financial  Accounting  Standards  No.  123 and No.  148 (SFAS 123 and SFAS 148),
"Accounting  for  Stock-Based  Compensation".  Under SFAS 123,  the Company will
continue to apply the provisions of APB 25 to

                                      F-9
<PAGE>

                            Twin Lakes Delaware, Inc.
                       (FORMERLY KNOWN AS TWIN LAKES INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005


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


its  stock-based  employee  compensation  arrangements,  and is only required to
supplement its financial statements with additional pro-forma  disclosures.  The
Company did not issue any options or warrants for  compensation  in the last two
fiscal  years.  All shares  issued for services have been valued at market value
and the related value has been expensed accordingly.

Effective January 1, 2006, the Company adopted SFAS 123R. Under the application,
the Company is required to record  compensation  expense for all awards  granted
after the date of adoption and for the unvested  portion of  previously  granted
awards that remain  outstanding  at the date of adoption.  Per the provisions of
SFAS 123R, the Company has adopted the policy to recognize  compensation expense
on a straight-line attribution method.

SFAS 123R  eliminates  the  alternative  to use the  intrinsic  value methods of
accounting  that was  provided  in SFAS  123,  which  generally  resulted  in no
compensation  expense  recorded  in  the  financial  statements  related  to the
issuance of stock  options.  SFAS 123R requires that the cost resulting from all
share-based payment transactions be recognized in the financial statements. SFAS
123R  establishes  fair value as the  measurement  objective in  accounting  for
share-based payment transactions with employees.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Pursuant  to  SFAS  No.  107,   "Disclosures   About  Fair  Value  of  Financial
Instruments,"  the  Company  is  required  to  estimate  the  fair  value of all
financial instruments included on its balance sheet as of December 31, 2006. The
Company  considers  the  carrying  value of accrued  expenses  in the  financial
statements to approximate their face value.

(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.

(c) EARNINGS (LOSS) PER SHARE:

Basic  earnings  (loss) per share has been computed on the basis of the weighted
average  number  of common  shares  outstanding  during  each  period  presented
according  to the  provisions  of SFAS No. 128  "EARNINGS  PER  SHARE".  Diluted
earnings  (loss)  per share has not been  presented  as the effect of the common
stock purchase warrants  outstanding  (200,000 as of December 31, 2006), on such
calculation,  would have been  anti-dilutive.  Such securities could potentially
dilute basic earnings per share in the future.

(d) INCOME TAXES:

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


                                      F-10
<PAGE>



                            Twin Lakes Delaware, Inc.
                       (FORMERLY KNOWN AS TWIN LAKES INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005


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

(e) NEW ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY

FASB 157 -  Fair Value Measurements

In  September  2006,  the FASB issued FASB  Statement  No. 157.  This  Statement
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles (GAAP), and expands disclosures about
fair  value   measurements.   This  Statement  applies  under  other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those  accounting  pronouncements  that fair value is a
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement  will change  current  practices.  This  Statement  is  effective  for
financial statements for fiscal years beginning after November 15, 2007. Earlier
application is permitted  provided that the reporting  entity has not yet issued
financial  statements for that fiscal year.  Management  believes this Statement
will have no impact on the financial statements of the Company once adopted.

Management  does  not  believe  that  any  other  recently  issued,  but not yet
effective,  accounting  standards,  if currently adopted,  could have a material
effect on the accompanying financial statements.

NOTE 3 - CONVERTIBLE LOAN PAYABLE - STOCKHOLDER:

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 -
Stockholder  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.

NOTE 4 - STOCKHOLDERS' DEFICIT:

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

The Company has  authorized  200,000 Class A Warrants,  all of which were issued
and held by one person. The Class A Warrants are exercisable through January 12,
2007,  at an  exercise  price of $15.00 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.

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.

                                      F-11
<PAGE>

                            Twin Lakes Delaware, Inc.
                       (FORMERLY KNOWN AS TWIN LAKES INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005


NOTE 4 - STOCKHOLDERS' DEFICIT (CONTINUED):

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.

As of the date of the filing of this Form  10-KSB,  the Company  has  authorized
200,000  Class A  Warrants,  all of which  were  issued  and held of  record  by
Turquoise  Partners,  LLC. The Class A Warrants are  exercisable for four years,
from the effective date of the Company's  Form 10-SB  (January 12, 2003),  at an
exercise  price of $15.00 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.

As of the date of the filing of this Form  10-KSB,  the Company  has  authorized
200,000 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-12
<PAGE>

                            Twin Lakes Delaware, Inc.
                       (FORMERLY KNOWN AS TWIN LAKES INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 AND 2005


NOTE 5 - INCOME TAXES:

                                                       2006           2005
                                                     --------       --------
      Deferred  tax  assets  and  liabilities
      consist of the following:

      Deferred tax assets:
         Net operating loss carry forwards           $ 24,500       $ 17,500

         Less valuation allowance                     (24,500)       (17,500)

                                                     --------       --------
                                                     $     --       $     --
                                                     ========       ========


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


------------------------------------------------------------------------------
                                                          December 31,
------------------------------------------------------------------------------
                                                      2006          2005
------------------------------------------------------------------------------
Provision for expected federal statutory rate        (35)%          (35)%
------------------------------------------------------------------------------
Permanent difference                                  21%            --
------------------------------------------------------------------------------
Loss for which no benefit is available or
a valuation allowance has been recorded               14%            35%
------------------------------------------------------------------------------
                                                      -- %          -- %
------------------------------------------------------------------------------

At December 31, 2006,  the Company had  approximately  $70,000 of net  operating
loss carry  forwards  ("NOL's")  available  which expires in years  beginning in
2026.  The deferred tax asset and related  valuation  increased by $7,000 during
2006. The utilization of the net operating loss carryforward 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-13