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

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                                       OR

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

                          Commission File No. 000-50085

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

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

          47 School Avenue
         Chatham, New Jersey                                07928
      --------------------------                        -------------
Address of principal executive office                      Zip Code

                    Issuer's telephone number: (973) 635-4047

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

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

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

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

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

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

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

The Company's revenues for Fiscal Year ended December 31, 2005 were $0.00.

As of February 23, 2006,  12,919,706 shares of common stock were outstanding and
there was no trading  market for the common stock.  The number of shares held by
non-affiliates was 220,000 shares.

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.

                                       2.
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

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

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

Pursuant  to a Stock  Purchase  Agreement  effective  as of January 8, 2004 (the
"Stock  Purchase  Agreement"),  Turquoise  Partners,  LLC,  a New  York  limited
liability company ("TPL"),  acquired  substantially all of our equity securities
for $32,000  through the purchase of a total of  2,940,000  shares of our common
stock  (representing  98% of the then  outstanding  common  stock),  and Class A
warrants to acquire  1,000,000  shares of our common stock (the "TLP  Purchase")
from Dr.  Johnny R. Thomas,  our former  President  and Chairman of the Board of
Directors, Estancia LLC, a Nevada limited liability company, Snow Becker Krauss,
P.C., a professional  New York  corporation and SBK Investment  Partners,  a New
York  partnership  (collectively,  the "Sellers").  The Sellers  retained in the
aggregate  60,000 shares of our common stock  representing 2% of our outstanding
common stock at that time.

Effective upon the closing of the TLP Purchase, Arnold P. Kling was appointed as
our  President,  Treasurer  and  Chairman  of the  Board of  Directors,  John R.
D'Angelo was  appointed as our  Secretary,  and Kirk M. Warshaw was appointed as
our Chief  Financial  Officer.  Dr.  Johnny R.  Thomas  resigned  as  President,
Chairman of the Board and Treasurer.  Mr. Warshaw  subsequently assumed the role
of Secretary in place of Mr. D'Angelo in September 2005.

                                       3.
<PAGE>


Our  officers  are only  required to devote a small  portion of their time (less
than 10%) to our affairs on a part-time  or  as-needed  basis.  We expect to use
outside consultants,  advisors,  attorneys and accountants as necessary, none of
which  will be  hired on a  retainer  basis.  We do not  anticipate  hiring  any
full-time   employees  so  long  as  we  are  seeking  and  evaluating  business
opportunities.

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

We do not expect  our  present  management  to play any  managerial  role for us
following a business  combination.  Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business,  our assessment of management may
be incorrect.

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

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

-    costs associated with effecting the business combination;

-    equity interest retained by our shareholders in the merged entity;

-    growth  potential of the target  business;

-    capital requirements of the target business;

-    capital available to the target business;

-    stage of development of the target business;

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

-    the financial statements of the target business; and

-    the regulatory environment in which the target business operates.

                                       4.
<PAGE>


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  our  company,   the  target   business  and  our  respective
shareholders.  There can be no assurance  that the Internal  Revenue  Service or
relevant state tax authorities will ultimately  assent to our tax treatment of a
particular consummated business combination.  To the extent the Internal Revenue
Service  or  any  relevant   state  tax   authorities   ultimately   prevail  in
recharacterizing  the tax  treatment  of a  business  combination,  there may be
adverse tax consequences to our company, the target business, and our respective
shareholders.

We may  acquire a company or  business  by  purchasing  the  securities  of such
company  or  business.  However,  we do not intend to engage  primarily  in such
activities.  Specifically,  we intend to conduct our  activities  so as to avoid
being classified as an "investment  company" under the Investment Company Act of
1940, 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

                                       5.
<PAGE>


of which  exceed  40% of the value of its  total  assets  (excluding  government
securities,  cash or cash items).  We intend to implement our business plan in a
manner  which  will  result  in the  availability  of this  exception  from  the
definition of an investment company.  Consequently, our acquisition of a company
or business  through the  purchase  and sale of  investment  securities  will be
limited.  Although  we intend to act to avoid  classification  as an  investment
company,  the provisions of the Investment Company Act are extremely complex and
it is possible that we may be classified as an inadvertent  investment  company.
We intend to vigorously resist  classification as an investment company,  and to
take  advantage  of  any  exemptions  or  exceptions  from  application  of  the
Investment  Company  Act,  which allows an entity a one-time  option  during any
three-year period to claim an exemption as a "transient" investment company. The
necessity of asserting  any such  resistance,  or making any claim of exemption,
could be time  consuming  and  costly,  or even  prohibitive,  given our limited
resources.

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

ITEM 2. DESCRIPTION OF PROPERTY

During the fiscal year ended December 31, 2004 and through the first nine months
of 2005,  we operated  from offices  leased to an  affiliated  company of Arnold
Kling,  our President,  Treasurer and Chairman of the Board. No rent was charged
for use of such office space. Since October 1, 2005, we have been operating from
offices  which are owned by an  affiliated  company of Kirk  Warshaw,  our Chief
Financial  Officer and Secretary,  for no rent, on a month to month basis. We do
not own or intend to invest in any real property,  real estate mortgages, or any
other real estate backed securities.

ITEM 3. LEGAL PROCEEDINGS

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

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

On November 30, 2005,  our Board of Directors  unanimously  adopted a resolution
seeking shareholder approval to amend our Certificate of Incorporation to effect
a reverse  stock  split of our common  stock.  Thereafter,  on December 1, 2005,
pursuant to our By-Laws and Nevada General Corporation Law ss.78.320, certain of
our shareholders who held in the aggregate 2,940,000 shares of our common stock,
representing approximately 85% of our total issued and outstanding common stock,
adopted  a  resolution  to  authorize  our  Board of  Directors,  in their  sole
discretion,  to effect a reverse split of our common stock based upon a ratio of
not less than one-for-one and one-half nor more than  one-for-ten  shares at any
time prior to November 30, 2006. In addition,  notwithstanding  approval of this
proposal  by  the  shareholders,  the  Board  of  Directors  may,  in  its  sole
discretion,  determine  not to effect,  and  abandon,  the  reverse  stock split
without further action by our  shareholders.  On December 6, 2005, we filed with
the U.S.  Securities & Exchange Commission a Preliminary  Information  Statement
pursuant to Section 14(C) of the

                                       6.
<PAGE>


Securities  Exchange Act of 1934 (the "Exchange Act").  Thereafter,  on December
21, 2005, we filed with the U.S.  Securities & Exchange  Commission a Definitive
Information  Statement  pursuant to Section 14(C) of the  Shareholders  Exchange
Act.  A copy of the  Information  Statement  was mailed to our  shareholders  of
record on December 21, 2005. The actions  detailed in the Information  Statement
became effective on January 10, 2006, twenty days following such mailing.

                                     PART II

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

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

We have authorized 40 million shares of common stock,  par value $.001 per share
and 8 million shares of preferred  stock,  par value $.001 per share.  As of the
date this Form  10-KSB was filed,  there are issued and  outstanding  12,919,706
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. We have no plans, proposals, arrangements
or  understandings  with respect to selling our securities prior to the location
of a target business.

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

RECENT SALES OF UNREGISTERED SECURITIES

The following  information relates to our sales of unregistered  securities from
inception  through the period ended December 31, 2005. These sales of securities
were made in reliance upon an exemption from the registration  provisions of the
Securities Act set forth in Sections 4(2) thereof and the rules and  regulations
under the Securities Act, including  Regulation D, as a transaction by an issuer
not involving any public  offering and/or sale to a limited number of purchasers
who were acquiring such securities for their own account for investment purposes
and not with a view to the resale or distribution thereof.

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

                                       7.
<PAGE>


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

In January  2004,  TPL  acquired  substantially  all of our  outstanding  equity
securities for $32,000 through the purchase of an aggregate of 2,940,000  shares
of common stock representing 98% of our then outstanding common stock, and Class
A Warrants to acquire  1,000,000  shares of our common.  The sellers retained in
the aggregate 60,000 shares of our common stock  representing two percent of our
then outstanding common stock.

During the quarter  ended  September  30,  2005,  a total of 460,000  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 - 60,000
restricted  shares for work  determined to be valued at $1,600;  John D'Angelo -
100,000  restricted shares for work determined to be valued at $2,667;  and Kirk
M. Warshaw 300,000 restricted shares for work determined to be valued at $8,000.

We have  authorized  1,000,000  Class A  Warrants,  all of which are  issued and
outstanding  and are now held by TPL. The Class A Warrants are  exercisable  for
four years,  from the effective date of our Form 10-SB (January 12, 2003), at an
exercise  price of $3.00 per  share.  We have 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. We reserve
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.

We have  authorized  1,000,000  Class B  Warrants,  none of which are issued and
outstanding.  We have 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.  We reserve 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.

                                       8.
<PAGE>


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

PLAN OF OPERATION

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

GENERAL

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

In January 2004,  following the TLP Purchase,  Dr. Thomas appointed Arnold Kling
as President,  Treasurer  and Chairman of the Board and Dr.  Thomas  resigned as
President, Treasurer and sole director. In connection with Mr. Kling's executive
and directorship appointments,  John D'Angelo was appointed as our Secretary and
Kirk  Warshaw  was  appointed  as  our  Chief  Financial  Officer.  Mr.  Warshaw
subsequently assumed the role of Secretary in place of Mr. D'Angelo in September
2005.  Over the next 12  months,  we  anticipate  continuing  to seek a business
combination.  No cash  compensation  will be paid to any  officer or director in
their capacities as such.

As of December  31, 2005,  we had not  incurred  any material  costs or expenses
other than those  associated with our formation and operations,  and we had cash
on hand of $1,130.  Throughout  2004 and 2005,  TPL, our  principal  shareholder
loaned us the necessary working capital to fund our operating  expenses.  During
2004 and  2005,  a total of  $30,000  was  loaned by TPL to us  through  several
advances. The loans accrue interest at 7% per annum and as of December 31, 2005,
a total of $2,163 in accrued interest was

                                       9.
<PAGE>


owed (the "TPL  Loan").  On December 31, 2005 the TPL Loan was  formalized  in a
Convertible  Grid  Promissory  Note  issued  to TPL in the  principal  amount of
$32,163 (the "Grid  Note").  The Grid Note  provides TPL with the right,  at its
option,  to convert  the Grid Note (and any accrued  and unpaid  interest)  into
shares of our common stock at the conversion rate of $.0034 per share.

On January 9, 2006,  TPL elected to convert  the entire TPL Loan into  9,459,706
shares of our common stock by entering into the Convertible Grid Note Conversion
Agreement with us (the "Conversion Agreement").

EQUIPMENT AND EMPLOYEES

As of December 31, 2005, we had no operating business,  no equipment,  and other
than Mr.  Arnold Kling and Mr. Kirk Warshaw our  President  and Chief  Financial
Officer, respectively, we had no employees. Neither of our officers receives any
compensation  and each  provides  services  on an "as needed  basis".  We do not
intend to develop our own  operating  business  but  instead  plan to merge with
another operating company.

EXPENSES FOR YEARS ENDED DECEMBER 31, 2005 AND DECEMBER 31, 2004

Net cash used in operating  activities  for the twelve months ended December 31,
2005 was $14,026,  compared to $16,253 for the twelve months ended  December 31,
2004.  During the twelve  months  ended  December  31, 2005 and 2004,  we had no
revenues but received  $14,800 and $15,200 in loans for operating  expenses from
TPL, an entity in which the President is the managing member. As a result,  cash
on hand  increased  by $774 for the twelve  months  ended  December  31, 2005 to
$1,130 and decreased by $1,053 for the twelve months ended  December 31, 2004 to
$356.

The operating expenses of $26,128 for the twelve month period ended December 31,
2005 and  $19,662  for the  twelve  months  ended  December  31,  2004  resulted
primarily from accounting/auditing, legal and general administrative expenses.

                                  RISK FACTORS

WE HAVE NO OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS

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

                                      10.
<PAGE>


WE HAVE  LIMITED  RESOURCES  AND NO  REVENUES  FROM  OPERATIONS,  AND WILL  NEED
ADDITIONAL  FINANCING IN ORDER TO EXECUTE OUR BUSINESS  PLAN;  OUR AUDITORS HAVE
EXPRESSED DOUBT AS TO OUR ABILITY TO CONTINUE BUSINESS AS A GOING CONCERN.

We have limited  resources,  no revenues from operations to date and our cash on
hand may not be  sufficient  to satisfy  our cash  requirements  during the next
twelve  months.  In  addition,  we will not  achieve  any  revenues  (other than
insignificant  investment income) until, at the earliest,  the consummation of a
merger and we cannot ascertain our capital requirements until such time. Further
limiting  our  abilities  to achieve  revenues,  in order to avoid  status as an
"Investment  Company" under the Investment  Company Act of 1940, as amended (the
"Investment  Company  Act"),  we can only  invest our funds prior to a merger in
limited investments which do not invoke Investment Company status.  There can be
no assurance that determinations ultimately made by us will permit us to achieve
our business objectives.  Our auditors have included an explanatory paragraph in
their  report for the year ended  December  31,  2005,  indicating  that certain
conditions raise  substantial doubt regarding our ability to continue as a going
concern.  The financial  statements  included in this Form 10-KSB do not include
any  adjustment to asset values or recorded  amounts of liability  that might be
necessary in the event we are unable to continue as a going  concern.  If we are
in fact  unable to  continue  as a going  concern,  shareholders  may lose their
entire investment in our common stock.

WE  WILL  BE ABLE  TO  EFFECT  AT MOST  ONE  MERGER,  AND  THUS  MAY NOT  HAVE A
DIVERSIFIED BUSINESS.

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

WE DEPEND  SUBSTANTIALLY  UPON A SINGLE  EXECUTIVE  OFFICER AND DIRECTOR,  WHOSE
EXPERIENCE IS LIMITED, WHO MAKES ALL MANAGEMENT DECISIONS,  AND WHO CONTROLS OUR
LARGEST SHAREHOLDER.

Our  ability  to  effect a merger  will be  dependent  upon the  efforts  of our
President and sole director,  Arnold Kling and our Chief  Financial  Officer and
Secretary,  Kirk Warshaw.  Notwithstanding  the  importance of Mr. Kling and Mr.
Warshaw,   we  have  not  entered  into  any   employment   agreement  or  other
understanding with Mr. Kling or Mr. Warshaw concerning  compensation or obtained
any "key man" life insurance on any of their lives.  The loss of the services of
Mr. Kling will have a material  adverse  effect on our business  objectives.  We
will rely upon the expertise of Mr. Kling and Mr.  Warshaw and do not anticipate
that we will hire additional personnel. Mr. Kling is also the managing member of
TPL, our principal shareholder, and conflicts may arise in decisions made by him
on behalf of TPL which may be adverse to our  interests,  and those of our other
shareholders.

                                      11.
<PAGE>


MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER

After the  closing  of a merger,  our  current  management  will not  retain any
control or managerial  responsibilities.  Upon such event,  Mr. Kling intends to
resign as the  President,  Treasurer  and  Director and Mr.  Warshaw  intends to
resign as Chief Financial Officer and as Secretary.

RECENT  RULEMAKING  HAS MADE IT MORE  DIFFICULT  FOR US TO  ESTABLISH  A TRADING
MARKET FOR OUR COMMON STOCK.

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

CURRENT SHAREHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER

Our Certificate of Incorporation authorizes the issuance of 40,000,000 shares of
common stock. There are currently  27,080,294  authorized but unissued shares of
common stock  available for issuance.  To the extent that  additional  shares of
common stock are issued in  connection  with a merger,  our  shareholders  would
experience dilution of their respective  ownership interests.  Furthermore,  the
issuance of a substantial  number of shares of common stock may adversely affect
prevailing  market  prices,  if any,  for the common  stock and could impair our
ability to raise additional capital through the sale of equity securities.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS

We do not expect to pay dividends and we have no cash  reserves.  The payment of
dividends  after  consummating  a merger will be  contingent  upon the  incoming
management's views and our revenues and earnings,  if any, capital requirements,
and general  financial  condition  subsequent to consummation of the merger.  We
presently intend to retain all earnings,  if any, for use in business operations
and  accordingly,  the

                                      12.
<PAGE>


Board does not anticipate  declaring any dividends in the foreseeable future. It
is probable that any post merger arrangement will have a similar philosophy.

WE ARE AUTHORIZED TO ISSUE PREFERRED STOCK

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

ITEM 7. FINANCIAL STATEMENTS

See the Financial Statements and related Report of Independent  Certified Public
Accountants  included herewith as pages F-1 through F-11 which follow Item 14 of
this Report.

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

None

ITEM 8A. CONTROLS AND PROCEDURES

    EVALUATION  OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  Management,  with the
participation  of our chief executive  officer and the chief financial  officer,
carried out an evaluation of the  effectiveness of the our "disclosure  controls
and procedures"  (as defined in the Securities  Exchange Act of 1934, as amended
(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
chief executive  officer and the 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 its chief


                                      13.
<PAGE>


executive and chief financial officers, as appropriate to allow timely decisions
regarding required disclosure.

    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 his report that has  materially  affected,  or is  reasonably
likely to materially affect, our internal control over financial reporting.


                                    PART III


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

The  following  table sets forth  information  concerning  our officers and sole
director as of February 1, 2006:

Name                      Age         Title
-------                  -----        ------
Arnold P. Kling           47          President, and Treasurer and Sole Director
Kirk M. Warshaw           47          Chief Financial Officer and Secretary

Arnold P. Kling,  47. Mr. Kling has served as a Director and 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 Entrust
Financial Services, Inc. (OTCBB:ENFN), and 24 Holdings, Inc. (OTCBB:TFHD).

Kirk M. Warshaw, 47. 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 Entrust Financial

                                      14.
<PAGE>


Services,  Inc.  (OTCBB:ENFN),  the Chief  Financial  Officer and Director of 24
Holdings,  Inc.  (OTCBB:TFHD),  a Director of Empire  Financial  Holding Company
(AMEX:EFH), and a Director of two privately owned entities.

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

MEETINGS OF THE BOARD

Effective January 8, 2004, our sole director is Arnold Kling.  Prior to that our
sole  director  was Johnny R.  Thomas.  As of February  22,  2006,  our Board of
Directors, by written consent signed by the sole director, in lieu of a meeting,
approved and ratified all actions taken by management. As we only have one board
member, we do not have separate or independent audit or compensation committees.

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

Arnold Kling and Kirk Warshaw are our sole officers and Arnold Kling is our sole
director.  Neither receives any regular compensation for their services rendered
on our behalf.  Since our inception,  we have paid no cash  compensation  to our
officers or  directors.  In the quarter ended  September 30, 2005,  our Board of
Directors  authorized  the issuance to Mr. Warshaw a total 300,000 shares of our
common stock for his prior service  provided to us. The stock was  determined to
be worth $8,000 and the expense was recognized in the 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 we pay a finder's
fee or  commission to any of our officers and directors or any entity with which
an officer or  director is  associated.  We do not have any  incentive  or stock
option plan in effect.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth  certain  information  as of  February  1, 2006
regarding  the number and  percentage  of common  stock  (being our only  voting
securities)  beneficially  owned  by each  officer  and  director,  each  person
(including  any  "group"  as  that  term  is used  in  Section  13(d)(3)  of the
Securities  Exchange  Act of 1934)  known by us to own 5%

                                      15.
<PAGE>


or more of our common stock,  and all officers and  directors as a group,  as of
the date of this Form 10-KSB and as adjusted  to give pro forma  effect,  to the
exercise of Class A Warrants.

                                      Amount and Nature of         Percentage of
          Name (1)                Beneficial Ownership (1)(2)       Shares Owned
          --------                ----------------------------     -------------
Turquoise Partners, LLC (3)              13,399,706 (4)                96.3%
c/o Arnold P. Kling
712 Fifth Avenue - 11th Floor
New York, NY 10019

Kirk M. Warshaw (5)                         300,000                     2.1%
47 School Avenue
Chatham, NY 07928

All Officers and Directors as a          13,699,706 (6)                98.4%
Group (2 persons)

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

(2)  Based on 12,919,706  shares issued and  outstanding  as of the date of this
filing and up to 1,000,000 shares issuable upon exercise of Class A Warrants.

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

(4)  Consists of 12,399,706 shares of common stock and 1,000,000 shares issuable
upon exercise of Class A Warrants.

(5)  Mr. Warshaw is our Chief Financial Officer.

(6)  Turquoise  Partners,  LLC owns  12,399,706  shares of our common  stock and
1,000,000 shares issuable upon exercise of Class A Warrants. Mr. Arnold Kling is
the  managing  member  of  Turquoise  Partners,  LLC  and he is  our  President,
Treasurer and our sole director.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 28, 2000,  upon our  formation,  Johnny R.  Thomas,  founder and then
Chief Executive  Officer,  purchased through Estancia LLC, an entity established
by Dr. Thomas for estate planning purposes, 2,960,000 shares of our common stock
and 986,667 Class A

                                      16.
<PAGE>


Warrants  for an aggregate  purchase  price of $2,960,  or $.001 per share.  Dr.
Thomas tendered a recourse promissory note for his shares which was paid in June
2000 when we opened a bank account.

Between  August,  2000 and  October,  2002,  we  received a total of $20,500 for
operating  expenses from Estancia LLC, an entity  established  by Dr. Thomas for
estate planning purposes.  These loans were originally repayable on December 31,
2002 and bore interest at a rate of 6% per annum. We received  additional  loans
aggregating  $9,600 in 2003 from Estancia LLC. Estancia LLC released us from any
obligation to repay any of these loans in connection with the TLP Purchase.

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

During the fiscal  year ended  December  31,  2004 and the first nine  months of
2005, we operated  from offices  which were leased to an  affiliated  company of
Arnold Kling, our President and Treasurer and our Chairman of the Board. No rent
was charged by such company for use of its space.  Since October 1, 2005 we have
been  operating  from offices which are owned by an  affiliated  company of Kirk
Warshaw,  our Chief Financial Officer and Secretary,  for no rent, on a month to
month basis.

Throughout  2004 and 2005 TPL, our  principal  shareholder  loaned us a total of
$30,000 for to fund our working capital needs.  The TPL Loan accrues interest at
7% per annum and as of December  31, 2005 a total of $2,163 in accrued  interest
was owed as reflected in the Grid Note.  The Grid Note provides that TPL, at its
option,  has the right to  convert  the Grid  Note and any  accrued  and  unpaid
interest  into our common  shares at the rate of $.0034 per  share.  Mr.  Arnold
Kling, our president and sole director, is the managing member of TPL.

In the quarter ended September 30, 2005, 300,000 shares of stock were authorized
for issuance to Kirk M. Warshaw,  our Chief Financial  Officer and Secretary for
financial  consulting  services provided to us. The shares of common stock to be
issued Mr. Warshaw will bear a restrictive  legend.  The indicated  value of the
services was determined to be $8,000.

On January 9, 2006,  TPL elected to convert  the entire TPL Loan into  9,459,706
shares of our common stock pursuant to the Conversion Agreement.

We utilized a variety of methods to value the shares including their estimate of
the ultimate value that the shares will have to an acquirer based upon the value
that other blank check  companies  have recently  realized,  as well as the fair
market value of the services provided by the individuals to whom the shares were
granted.

                                      17.
<PAGE>


ITEM 13. EXHIBITS

(a)  Exhibits

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

      3.1          Articles of Incorporation of the registrant. (1)

      3.2          By-Laws of the registrant. (1)

      4.1          Specimen Common Share Certificate. (1)

      4.2          Specimen of Class A Warrant Certificate. (1)

      4.3          Specimen of Class B Warrant Certificate. (1)

      4.4          Stock  Purchase  Agreement  dated as of January 8, 2004 among
                   Turquoise Partners, LLC, Johnny R. Thomas, Estancia LLC, Snow
                   Becker Krauss, P.C., and SBK Investment Partners (2)

      4.5          Convertible Grid Promissory Note dated December 31, 2005*

      4.6          Convertible  Grid Note Conversion  Agreement dated January 9,
                   2006*

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

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

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

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

--------------------
*    Filed with this report

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

     (2)  Incorporated  by reference  from the Company's  Current Report on Form
          8-K, filed with the Securities and Exchange  Commission on January 22,
          2004.

                                      18.
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES:

AUDIT FEES:

We paid audit and financial statement review fees totaling $9,500 and $8,750 for
the years ended December 31, 2005 and 2004, respectively to Lazar Levine & Felix
LLP, our current independent accountants.

AUDIT-RELATED FEES:

None

TAX FEES:

We paid tax  preparation  fees  totaling  $750 and  $1,000  for the years  ended
December  31,  2005 and 2004,  respectively,  to Lazar  Levine & Felix LLP,  our
current 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.

                                      19.
<PAGE>


                                TWIN LAKES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                      INDEX

Independent Auditors' Report                                                F-2.

Financial Statements:

Balance Sheets as of December 31, 2005 and 2004                             F-3.

Statements of Operations for the Period from Inception, January 28, 2000
to  December  31,  2005 (the  development  stage)  and the  Years  Ended
December 31, 2005 and 2004                                                  F-4.

Statement of Shareholders' Equity for the Period from Inception, January
28, 2000 to December 31, 2005                                               F-5.

Statements of Cash Flows for the Period from Inception, January 28, 2000
to  December  31,  2005 (the  development  stage)  and the  Years  Ended
December 31, 2005 and 2004                                                  F-6.

Notes to Financial Statements                                               F-7.

                                     F - 1.
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders
Twin Lakes, Inc.
Chatham, New Jersey

We have  audited  the  accompanying  balance  sheets  of  Twin  Lakes,  Inc.  (a
development  stage  company),  as of  December  31,  2005 and 2004,  the related
statements  of  operations  and cash  flows  for the  years  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 audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  The Company is not required to have, nor were we
engaged to perform,  an audit of its internal control over financial  reporting.
Our audits included  consideration of internal control over financial  reporting
as  a  basis  for  designing  audit  procedures  that  are  appropriate  in  the
circumstances,  but  not  for  the  purpose  of  expressing  an  opinion  on the
effectiveness  of the  Company's  internal  control  over  financial  reporting.
Accordingly,  we express no such opinion. An audit also includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements referred to above, present fairly, in
all material respects, the financial position of Twin Lakes, Inc. (a development
stage  company)  as of  December  31,  2005 and  2004,  and the  results  of its
operations  and its cash flows for the periods then ended,  in  conformity  with
accounting principles generally accepted in the United States of America.

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

                            LAZAR LEVINE & FELIX LLP

New York, New York
February 23, 2006

                                     F - 2.
<PAGE>


                                TWIN LAKES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2005 AND 2004


                                                              2005        2004
                                                            -------     -------
                                   - ASSETS -

CURRENT ASSETS:
     Cash                                                   $ 1,130     $   356
     Prepaid assets                                              --         125
                                                            -------     -------
TOTAL ASSETS:                                               $ 1,130     $   481
                                                            =======     =======

                  - LIABILITIES AND SHAREHOLDERS' (DEFICIT) -

CURRENT LIABILITIES:
     Accrued expenses                                       $11,081     $13,534
     Convertible loan payable - shareholder (Note 3)         32,163      15,200
                                                            -------     -------
TOTAL CURRENT LIABILITIES                                   $43,244     $28,734
                                                            =======     =======


COMMITMENTS AND CONTINGENCIES (NOTE 4)

SHAREHOLDERS' (DEFICIT) (NOTE 4):
Preferred stock, $.001 par value;
  8,000,000 shares authorized, none issued                       --          --
Common stock, $.001 par value;
  40,000,000 shares authorized,
  3,460,000 and 3,000,000 shares
  issued and outstanding                                      3,460       3,000
  Additional paid-in capital (Note 3)                        47,803      35,996
  Deficit accumulated during the development stage          (93,377)    (67,249)
                                                            -------     -------

                                                            (42,114)    (28,253)
                                                            -------     -------
                                                            $ 1,130     $   481
                                                            =======     =======

                             See accompanying notes

                                     F - 3.
<PAGE>


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


                            CUMULATIVE DURING THE
                            DEVELOPMENT STAGE         Year Ended December 31,
                            (JANUARY 28, 2000 TO   ----------------------------
                            DECEMBER 31, 2005)        2005              2004
                                  -----------      -----------      -----------
REVENUES                          $        --      $        --      $        --
-----------------------------     -----------      -----------      -----------

COSTS AND EXPENSES:
     Professional fees                 64,056           22,467           12,418
     Filing fees                       11,772            1,936            6,478
     Other expenses                    12,237              150              175
     Interest expense                   5,312            1,575              591
                                  -----------      -----------      -----------
                                       93,377           26,128           19,662
                                  -----------      -----------      -----------

NET LOSS                          $   (93,377)     $   (26,128)     $   (19,662)
                                  ===========      ===========      ===========


LOSS PER SHARE                    $      (.03)     $      (.01)     $      (.01)
                                  ===========      ===========      ===========

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                                3,141,538        3,000,000
                                  ===========      ===========      ===========






                             See accompanying notes

                                     F - 4.
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                                Accumulated
                                                   Common Shares                 Additional     During the      Shareholders'
                                                   ----------------------        Paid-in        Development     Equity
                                                   Number         Amount         Capital        Stage           (Deficit)
                                                   ---------      ---------      ---------      ---------       ---------
<S>                                                <C>            <C>            <C>            <C>             <C>
At inception, January 28, 2000                            --      $      --      $      --      $      --       $      --
Issuance of common units                           3,000,000          3,000             --             --           3,000
Net loss for period ended December 31, 2000               --             --             --        (10,527)        (10,527)
                                                   ---------      ---------      ---------      ---------       ---------
Balance at December 31, 2000                       3,000,000          3,000             --        (10,527)         (7,527)
Net loss for year ended December 31, 2001                 --             --             --         (3,425)         (3,425)
                                                   ---------      ---------      ---------      ---------       ---------
Balance at December 31, 2001                       3,000,000          3,000             --        (13,952)        (10,952)
Share transfer for consulting services                    --             --            750             --             750
Net loss for year ended December 31, 2002                 --             --             --        (20,841)        (20,841)
                                                   ---------      ---------      ---------      ---------       ---------
Balance at December 31, 2002                       3,000,000          3,000            750        (34,793)        (31,043)

Debt and related interest converted to equity                                       33,246             --          33,246
Reduction of legal fees                                                              2,000             --           2,000
Net loss for year ended December 31, 2003                                                         (12,794)        (12,794)
                                                   ---------      ---------      ---------      ---------       ---------
Balance at December 31, 2003                       3,000,000          3,000         35,996        (47,587)         (8,591)
Net Loss for year ended December 31, 2004                                                         (19,662)        (19,662)
                                                   ---------      ---------      ---------      ---------       ---------
Balance at December 31, 2004                       3,000,000          3,000         35,996        (67,249)        (28,253)
Issuance of Compensatory Shares                      460,000            460         11,807         12,267
Net loss for year ended December 31, 2005                                                         (26,128)        (26,128)
                                                   ---------      ---------      ---------      ---------       ---------

Balance at December 31, 2005                       3,460,000      $   3,460      $  47,803      $ (93,377)      $ (42,114)
                                                   =========      =========      =========      =========       =========
</TABLE>

                             See accompanying notes

                                     F - 5.
<PAGE>


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

<TABLE>
<CAPTION>
                                                     Cumulative During the
                                                     Development Stage       Year Ended December 31,
                                                     (January 28, 2000 to    -----------------------
                                                     December 31, 2005)        2005           2004
                                                     ---------------------   --------       --------
<S>                                                        <C>               <C>            <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                 $(93,377)         $(26,128)      $(19,622)
  Adjustments to reconcile net loss to net cash
    utilized by operating activities:
    Compensatory shares                                      13,016            12,267
      Reduction of legal fees                                 2,000                --             --
    Decrease (increase) in prepaid assets                        --               125           (125)
    Increase (decrease) in accrued expenses                  16,391              (290)         3,534
                                                           --------          --------       --------
      Net cash utilized by operating activities             (61,970)          (14,026)       (16,253)
                                                           --------          --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from shareholders' loans                          60,100            14,800         15,200
  Sale of common units                                        3,000                --             --
                                                           --------          --------       --------

      Net cash provided by financing activities              63,100            14,800         15,200
                                                           --------          --------       --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          1,130               774         (1,053)

  Cash and cash equivalents at beginning of period               --               356          1,409
                                                           --------          --------       --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $  1,130          $  1,130       $    356
                                                           ========          ========       ========
</TABLE>

                             See accompanying notes

                                     F - 6.
<PAGE>


                                 TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 1 - DESCRIPTION OF COMPANY:

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

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

(a)  USE OF ESTIMATES:

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

(b)  STATEMENTS OF CASH FLOWS:

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

                                     F - 7.
<PAGE>


                                 TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

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

(c)  EARNINGS (LOSS) PER SHARE:

Basic  earnings  (loss) per share has been computed on the basis of the weighted
average  number  of common  shares  outstanding  during  each  period  presented
according  to the  provisions  of SFAS No. 128  "EARNINGS  PER  SHARE".  Diluted
earnings  (loss)  per share has not been  presented  as the effect of the common
stock purchase warrants outstanding (1,000,000 as of December 31, 2005), 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.


NOTE 3 - CONVERTIBLE LOAN PAYABLE - SHAREHOLDER:

As of December 31, 2005,  the Company was indebted to a shareholder in the total
amount of $30,000.  The loans accrue interest at 7% per annum and as of December
31, 2005 a total of $2,163 in accrued  interest was owed.  On December 31, 2005,
the Company issued a Convertible  Grid Promissory Note to the shareholder in the
principal amount of $32,163 (the "TPL Note") which also provided the shareholder
with the right to convert the TPL Note and any accrued and unpaid  interest into
common  shares of the Company at the rate of $.0034 per share or the  equivalent
of  9,459,706  shares  of common  stock.  These  loans  were  provided  to cover
operating expenses. See Note 6 - Subsequent Events.

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

                                     F - 8.
<PAGE>


                                 TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 4 - SHAREHOLDERS' EQUITY:

The Company has  authorized 40 million  shares of common stock,  par value $.001
per share and 8 million  shares of preferred  stock,  par value $.001 per share.
There are issued and  outstanding,  as of December 31, 2005,  3,460,000  million
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 1,000,000 Class A Warrants,  all of which were issued
and held by four persons.  The Class A Warrants are  exercisable for four years,
at an exercise price of $3.00 per share. The Company has the right to redeem the
Class A  Warrants  at a price of $.001  per  Warrant  on at least 30 days  prior
notice, at any time during the exercise period.  The Company has also authorized
1,000,000  Class B  Warrants,  none of which are  issued  and  outstanding.  The
Company  has the right to redeem  the Class B  Warrants  at a price of $.001 per
warrant  on at least 30 days  prior  notice,  at any time  during  the  exercise
period.  Any holder who does not exercise his warrants prior to their expiration
or  redemption,  as the case may be,  will  forfeit  his right to  purchase  the
underlying  shares of  common  stock.  The  Company  reserves  the right to have
standby purchasers exercise any or all of the warrants,  which are not exercised
at the end of the 30-day notice period for a five-day period thereafter.

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

On January 8,  2004,  Turquoise  Partners,  LLC,  a New York  limited  liability
company  ("TPL"),  acquired  substantially  all of the equity  securities of the
Company,  through the  purchase of an  aggregate  total of  2,940,000  shares of
common stock of the Company,  representing  98% of the then  outstanding  common
stock, and Class A warrants to acquire  1,000,000 shares of the Company's common
stock from the former  President  and  Chairman of the Board of Directors of the
Company,  Estancia LLC, a Nevada limited liability company,  Snow Becker Krauss,
P.C., a professional  corporation  organized  under the laws of New York and SBK
Investment  Partners,  a  partnership  organized  under  the  laws  of New  York
(collectively, the "Sellers"), pursuant to a definitive stock purchase agreement
dated as of January 8, 2004. The Sellers  retained an aggregate of 60,000 shares
of common stock of the Company  representing 2% of the then  outstanding  common
stock.

                                     F - 9.
<PAGE>


                                 TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

In the quarter  ended  September 30, 2005,  460,000  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 - 60,000  shares for services  determined  to be valued at $1,600,
John D'Angelo - 100,000 shares for services to be valued at $2,667,  and Kirk M.
Warshaw 300,000 shares for services to be valued at $8,000.

As of the date of the filing of this Form  10-KSB,  the Company  has  authorized
1,000,000  Class A  Warrants,  all of  which  were  issued  and are now  held by
Turquoise  Partners,  LLC. The Class A Warrants are  exercisable for four years,
from the effective  date of the Company's  Form 10-SB on January 12, 2003, at an
exercise price of $3.00 per share. The Company has the right to redeem the Class
A Warrants at a price of $.001 per Warrant on at least 30 days prior notice,  at
any time  during the  exercise  period.  Any holder  who does not  exercise  his
Warrants  prior to their  expiration  or  redemption,  as the case may be,  will
forfeit his right to purchase the underlying shares of common stock. The Company
reserves  the  right  to  have  standby  purchasers  exercise  any or all of the
Warrants  which are not  exercised at the end of the 30-day  notice period for a
five-day period thereafter.

As of the date of the filing of this Form  10-KSB,  the Company  has  authorized
1,000,000  Class B  Warrants,  none of which are  issued  and  outstanding.  The
Company  has the right to redeem  the Class B  Warrants  at a price of $.001 per
warrant  on at least 30 days  prior  notice,  at any time  during  the  exercise
period.  Any holder who does not exercise his warrants prior to their expiration
or  redemption,  as the case may be,  will  forfeit  his right to  purchase  the
underlying  shares of  common  stock.  The  Company  reserves  the right to have
standby purchasers exercise any or all of the warrants,  which are not exercised
at the end of the 30-day notice period for a five-day period thereafter.

                                    F - 10.
<PAGE>


                                 TWIN LAKES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE  5 - INCOME TAXES:

                                                          2005           2004
                                                        --------       --------
Deferred tax assets and liabilities consist
of the following:

Deferred tax assets:
   Net operating loss carry forwards                    $ 31,620       $ 22,800

   Less valuation allowance                              (31,620)       (22,800)
                                                        --------       --------
                                                        $     --       $     --
                                                        ========       ========

At December 31, 2005,  the Company had  approximately  $93,000 of net  operating
loss carry  forwards  ("NOL's")  available  which expires in years  beginning in
2020. The benefits of these NOL's may be reduced in the future if the Company is
successful in establishing a new business.


NOTE 6 - SUBSEQUENT EVENT

On January 9, 2006, the Company and the holder of the Convertible Loan Payable -
Shareholder  executed a Convertible Grid Note Conversion  Agreement  whereby the
shareholder  elected to convert the TPL Note in its  entirety  resulting  in the
issuance of 9,459,706 shares of common stock.

                                    F - 11.
<PAGE>


                                   SIGNATURES

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


                                               TWIN LAKES, INC.

Date: February 27, 2006


                                   By: /s/ Arnold P. Kling
                                   -----------------------------
                                   Arnold P. Kling, President and Treasurer


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

Date: February 27, 2006


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



Date: February 27, 2006


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


                                      17.