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, 2003

                                       OR

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

                          Commission File No. 000-50085

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



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

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


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

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

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

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

                Class B Redeemable Common Stock Purchase Warrants

                -------------------------------------------------
                                (Title of Class)
-------------------------------------------------------------------------------



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

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<PAGE>

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

The Company's revenues for Fiscal Year ended December 31, 2003 were $0.00.

As of March 26,  2004,  3,000,000  shares of Common Stock were  outstanding  and
there was no trading  market for the Common Stock.  The number of shares held by
non-affiliates was 60,000 shares.

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

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.








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<PAGE>


                                     PART I

Item 1. Description of Business.

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

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

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

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



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<PAGE>

prospects for our success will be entirely dependent upon the future performance
of a single  business.  Unlike  certain  entities  that  have the  resources  to
consummate  several  business  combinations  or entities  operating  in multiple
industries  or  multiple  segments  of a single  industry,  we will not have the
resources to diversify our operations or benefit from the possible  spreading of
risks or  offsetting  of losses.  A target  business may be  dependent  upon the
development  or market  acceptance  of a single or limited  number of  products,
processes or services,  in which case there will be an even higher risk that the
target business will not prove to be commercially viable.

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

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

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

         o    costs associated with effecting the business combination;

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

         o    growth potential of the target business;

         o    capital requirements of the target business;

         o    capital available to the target business;

         o    stage of development of the target business;

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

         o    the financial statements of the target business; and

         o    the regulatory environment in which the target business operates.

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

         The time and costs  required to select and  evaluate a target  business
(including  conducting a due diligence  review) and to structure and  consummate
the  business  combination   (including  negotiating  and  documenting  relevant
agreements and preparing  requisite  documents for filing pursuant to applicable
corporate and securities  laws) cannot be determined at this time. Our President
intends  to  devote  only a  small  portion  of his  time to our  affairs,  and,
accordingly,  the  consummation  of a business  combination may require a longer
time than if he devoted his full time to our  affairs.  However,  he will devote



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<PAGE>

such time as he deems reasonably necessary to carry out the business and affairs
of the company.  The amount of time devoted to our business and affairs may vary
significantly  depending upon, among other things,  whether we have identified a
target business or are engaged in active negotiation of a business combination.

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

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

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

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


                                       5
<PAGE>


Item 2. Description of Property

         During the fiscal year ended  December 31, 2003,  we operated  from our
former  president,  Johnny R. Thomas'  residence  and no rent was charged by Mr.
Thomas for such use.  Following  the  Buyer's  acquisition  of a majority of the
outstanding  securities  of the  Company on January 8, 2004,  we  relocated  our
office to 545 Madison Avenue,  6th Floor, New York, New York 10022,  Tel.: (212)
755-4243,  within offices leased to an affiliated  company of Arnold Kling,  the
President,  Treasurer and Chairman of the Board of the Company. There is no rent
presently being charged for use of such space which is on an oral month to month
basis.

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

Item 3. Legal Proceedings

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

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

         No matter was submitted to a vote of stockholders in the fourth quarter
of 2003.  Pursuant to the Stock Purchase  Agreement,  all of the stockholders of
the Company agreed to sell substantially all of their shares to the Buyer in the
Sale.

                                     PART II

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

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

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

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

Recent Sales of Unregistered Securities

         The  following   information  relates  to  the  sales  of  unregistered
securities by the Company since inception  through the period ended December 31,
2003. 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,


                                       6
<PAGE>

as a transaction by an issuer not involving any public offering and/or sale to a
limited number of purchasers  who were  acquiring such  securities for their own
account  for  investment  purposes  and  not  with  a  view  to  the  resale  or
distribution thereof.

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

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

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

Plan of Operation

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

General

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

            As of December 31, 2003,  we had not incurred any material  costs or
expenses other than those  associated with formation of the Company,  and we had
cash on hand of $1,409.  Previously,  from August 2000 through October 31, 2002,
we received an aggregate of $20,500 for operating expenses.  The loans were made
by Estancia LLC, an entity established by Johnny R. Thomas, the Company's former
President for estate  planning  purposes.  During 2003,  Estancia LLC loaned the
Company an additional  sum of $9,600 to enable the Company to pay accounting and
related  professional fees and together with the prior loans aggregated  $30,100
(all of such loans are referred to as the "Loans").


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<PAGE>


            On January 8, 2004, the Sellers effected the Sale to the Buyers.  In
connection with the Sale, all of the Loans were satisfied released in full as of
the date of the closing.  Following the Sale, Dr. Thomas  appointed Arnold Kling
as President,  Treasurer  and Chairman of the Board and Dr.  Thomas  resigned as
President, Treasurer and sole director of the Board of Directors of the Company.
In connection with Mr. Kling's  executive and  directorship  appointments,  John
D'Angelo  was  appointed  as  Secretary  of the  Company  and Kirk  Warshaw  was
appointed as Chief Financial Officer of the Company. Over the next 12 months, we
anticipate  continuing  to seek a  business  combination.  We do not  anticipate
making any  significant  changes in the number of  employees,  so long as we are
seeking and evaluating business opportunities. No cash compensation will be paid
to any  officer  or  director  in  their  capacities  as such  until  after  the
consummation  of  the  first  business  combination.  Although  this  is  not  a
requirement  for the  completion  of a business  combination,  it is a factor we
would consider in evaluating potential combinations.

         Our auditors have included an explanatory paragraph in their report for
the year ended  December 31, 2003,  indicating  that  certain  conditions  raise
substantial  doubt  regarding  our ability to continue as a going  concern.  The
financial  statements included in this Form 10-KSB do not include any adjustment
to asset values or recorded  amounts of liability that might be necessary in the
event we are unable to continue as a going concern.  If we are in fact unable to
continue as a going concern,  shareholders  may lose their entire  investment in
our common stock.

Equipment and Employees

         As of December  31,  2003,  we had no  operating  business  and thus no
equipment and no employees, other than our former president, Dr. Thomas, who did
not receive a salary. Likewise, Mr. Arnold Kling, Mr. John D'Angelo and Mr. Kirk
Warshaw,  the new  President,  Secretary  and  Chief  Financial  Officer  of the
Company, respectively do not receive any salary. We do not intend to develop our
own operating business but instead plan to merge with another company.

Expenses for Years Ended December 31, 2003 and December 31, 2002

         Net cash used in  operating  activities  for the  twelve  months  ended
December  31, 2003 was $10,971,  compared to $7,621 for the twelve  months ended
December 31, 2002. During the twelve months ended December 31, 2003, the Company
had no revenues  but received  $9,600 in loans for  operating  expenses  from an
entity  established by our former president for estate planning  purposes.  As a
result,  cash on hand  decreased by $1,371 for the twelve months ended  December
31, 2003 to $1,409.

         The  operating  expenses of $10,794 for the twelve  month  period ended
December  31, 2003 and $20,091 for the twelve  months  ended  December  31, 2002
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 only
appointed in January  2004 and has had a minimal  period of time to evaluate the



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<PAGE>

Company's  merger  prospects.  Accordingly,  there is only a limited  basis upon
which to evaluate our prospects for achieving our intended business  objectives.
To date,  our  efforts  have  been  limited  to  organizational  activities  and
searching for merger targets.

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

         We have limited resources, no revenues from operations to date, and our
cash on hand may not be sufficient to satisfy our cash  requirements  during the
next twelve months.  In addition,  we will not achieve any revenues  (other than
insignificant  investment income) until, at the earliest,  the consummation of a
merger and we cannot ascertain our capital requirements until such time. Further
limiting  our  abilities  to achieve  revenues,  in order to avoid  status as an
"Investment  Company" under the Investment  Company Act of 1940, as amended (the
"Investment  Company  Act"),  we can only  invest our funds prior to a merger in
limited investments which do not invoke Investment Company status.  There can be
no assurance that determinations ultimately made by us will permit us to achieve
our business objectives.  Our auditors have included an explanatory paragraph in
their  report for the year ended  December  31,  2003,  indicating  that certain
conditions raise  substantial doubt regarding our ability to continue as a going
concern.  The financial  statements  included in this Form 10-KSB do not include
any  adjustment to asset values or recorded  amounts of liability  that might be
necessary in the event we are unable to continue as a going  concern.  If we are
in fact  unable to  continue  as a going  concern,  shareholders  may lose their
entire investment in our common stock.

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

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

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

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





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<PAGE>



Management Will Change Upon the Consummation of a Merger

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

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

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

Current Stockholders Will Be Immediately and Substantially Diluted upon a Merger

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

We Do Not Expect to Pay Cash Dividends

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

We Are Authorized to Issue Preferred Stock

         Our  Certificate  of  Incorporation   authorizes  the  designation  and
issuance of 8,000,000  shares of preferred stock (the "Preferred  Stock"),  with
such designations, powers, preferences, rights, qualifications,  limitations and
restrictions  of such  series as the Board,  subject to the laws of the State of
Nevada,  may determine from time to time.  Accordingly,  the Board is empowered,

                                       10
<PAGE>


without  stockholder  approval,  to  designate  and issue  Preferred  Stock with
dividend, liquidation,  conversion, voting or other rights which could adversely
affect the voting  power or other  rights of the  holders  of Common  Stock.  In
addition, the Preferred Stock could be utilized, under certain circumstances, as
a method of discouraging,  delaying or preventing a change of control.  Although
we do not currently  intend to designate or issue any shares of Preferred Stock,
there can be no  assurance  that we will not do so in the  future.  It is likely
however, that following a merger, new management may issue such Preferred Stock,
and it is possible that one or more series of Preferred Stock will be designated
and/or issued in order to effectuate a merger or financing.  As of this date, we
have no  outstanding  shares of Preferred  Stock and we have not  designated the
rights or preferences of any series of Preferred Stock.

Item 7. Financial Statements

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

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

         None

Item 8A. Controls and Procedures

         An  evaluation  was  performed,   as  of  March  16,  2004,  under  the
supervision of Arnold P. Kling, our President,  treasurer and director, and Kirk
M. Warshaw,  our Chief Financial  Officer of the effectiveness of the design and
operation of our disclosure  controls and procedures.  Based on such evaluation,
Mr.  Kling and Mr.  Warshaw  have  concluded  that our  disclosure  controls and
procedures  were effective as of March 16, 2004.  There have been no significant
changes in our internal  controls or in other  factors that could  significantly
affect our internal controls subsequent to March 16, 2004.


                                    PART III

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

         The following table sets forth information  concerning the officers and
sole director of the Company as of March [], 2004:

Name                   Age   Title
----                   ---   -----

Arnold P. Kling         45    Chief Executive Officer, President, Treasurer and
                              Sole Director
Kirk M. Warshaw         45    Chief Financial Officer
John R. D'Angelo        47    Secretary

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

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

            John R.  D'Angelo,  Secretary of the Company  since January 8, 2004.
Since 2002 he has been a managing director of Adelphia  Holdings,  LLC. Prior to
joining  Adelphia  Holdings,  from 1998 to 2001 he was general counsel of Magnum
Sports  &  Entertainment,  Inc.,  a  Nasdaq  listed  entertainment  company  and



                                       11
<PAGE>

previously he practiced  law,  including  bankruptcy  and  litigation  law as an
associate at Davis Polk & Wardwell.

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

Meetings of the Board

       Effective January 8, 2004, our sole director is Mr. Kling and in 2003 our
sole director was Mr. Thomas.  As of March 19, 2004, the Board of Directors,  by
written consent signed by the sole director, in lieu of a meeting,  approved and
ratified all actions taken by management  including the Sale and all  agreements
related  thereto.  As we only have one board member,  we do not have separate or
independent audit or compensation committees.

Item 10.  Executive Compensation

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

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information as of March 19, 2004
regarding  the number and  percentage  of common  stock  (being our only  voting
securities)  beneficially  owned  by each  officer  and  director,  each  person
(including  any  "group"  as  that  term  is used  in  Section  13(d)(3)  of the
Securities  Exchange  Act of 1934)  known by us to own 5% or more of our  common
stock,  and all officers and  directors as a group,  as of the date of this Form
10-KSB and as  adjusted  to give pro forma  effect,  to the  exercise of Class A
warrants.

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

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



                                       12
<PAGE>


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

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

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

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

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


Item 12. Certain Relationships and Related Transactions

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

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

         During the fiscal year ended December 31, 2003, we utilized Dr. Thomas'
residence  as our office and we did not have any lease nor were we  obligated to
pay any rent for such use. Effective January 8, 2004, we relocated our office to
545 Madison Avenue,  6th floor, New York, New York 10022,  which is leased to an
affiliated  company of Mr. Arnold Kling,  our president and sole director,  is a
partner. There is no current lease for our use of this space which is a month to
month use.

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



                                       13
<PAGE>


Item 13. Exhibits and Reports on Form 8-K

(a)  Exhibits

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

      3.1          Articles of Incorporation of the registrant. (1)

      3.2          By-Laws of the registrant. (1)

      4.1          Specimen Common Share Certificate. (1)

      4.2          Specimen of Class A Warrant Certificate. (1)

      4.3          Specimen of Class B Warrant Certificate. (1)

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

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

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

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

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

*        Filed with this report

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

(b)      Reports on Form 8-K

            No reports on Form 8-K were filed during the fourth quarter of 2003.

            On  January  22,  2004,  we filed a Current  Report on Form 8-K with
            respect  to  Items  5 &  7  related  to  Turquoise  Partners,  LLC's
            acquisition of substantially all of the Company's outstanding common
            stock and all of the Class A warrants to acquire  common stock owned
            by Johnny R. Thomas, Estancia LLC, Snow Becker Krauss, P.C., and SBK
            Investment Partners.

Item 14. Principal Accountant Fees and Services:

Audit Fees:

         The company paid audit and  financial  statement  review fees  totaling
$4,060 and $1,875 for the years ended  December 31, 2003 and 2002,  respectively
to Lazar Levine & Felix LLP, our current independent accountants.

Audit-Related Fees:

         None

Tax Fees:

         The company paid tax  preparation  fees  totaling $500 and $300 for the
years ended  December 31, 2003 and 2002,  respectively,  to Lazar Levine & Felix
LLP, our current independent accountants.

All Other Fees:

         None.

Audit Committee Policies and Procedures:

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


                                       14
<PAGE>



                                TWIN LAKES, INC.
                                ----------------
                          (A DEVELOPMENT STAGE COMPANY)





                                      INDEX
<TABLE>
<CAPTION>
                                                                                               PAGE(S)
<S>                                                                                              <C>
Independent Auditors' Report                                                                     F-2.

Financial Statements:

   Balance Sheets as of December 31, 2003 and 2002                                               F-3.
   Statements of Operations for the Period from Inception, January 28, 2000
    to December 31, 2003 (the development stage) and the Years Ended
    December 31, 2003 and 2002                                                                   F-4.

   Statement of Stockholders' Equity for the Period from Inception, January 28, 2000
    to December 31, 2003                                                                         F-5.

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

    December 31, 2003 and 2002                                                                   F-6.

Notes to Financial Statements                                                                    F-7.
</TABLE>




















                                       F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

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


We have  audited  the  accompanying  balance  sheets  of  Twin  Lakes,  Inc.  (a
development  stage  company),  as of  December  31,  2003 and 2002,  the related
statements  of  operations  and cash  flows  for the  years  then  ended and the
statements of  operations,  cash flows and  stockholders'  equity for the period
from  inception  (January  28,  2000) to  December  31,  2003.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements referred to above, present fairly, in
all material respects, the financial position of Twin Lakes, Inc. (a development
stage  company)  as of  December  31,  2003 and  2002,  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 Notes
1 and 5. The  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.



                                              -----------------------------
                                              LAZAR LEVINE & FELIX LLP

New York, New York
March 12, 2004




                                       F-2
<PAGE>



                                TWIN LAKES, INC.
                                ----------------
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                 --------------
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------
<TABLE>
<CAPTION>
                                                                                               2003               2002
                                                                                            ----------         ----------
                                                  - ASSETS -
<S>                                                                                         <C>                <C>
CURRENT ASSETS:
     Cash                                                                                   $    1,409         $    2,780
                                                                                            ----------         ----------


TOTAL ASSETS                                                                                $    1,409         $    2,780
                                                                                            ==========         ==========



                                  - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
     Accrued expenses                                                                       $   10,000         $   13,323
     Loans payable - stockholder (Note 3)                                                        -                 20,500
                                                                                            ----------         ----------
TOTAL CURRENT LIABILITIES                                                                       10,000             33,823
                                                                                            ----------         ----------

COMMITMENTS AND CONTINGENCIES (NOTE 4)

STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 4):
     Preferred stock, $.001 par value; 8,000,000 shares authorized,
       none issued                                                                               -                  -
     Common stock, $.001 par value; 40,000,000 shares authorized,
       3,000,000 shares issued and outstanding                                                   3,000              3,000
     Additional paid-in capital (Note 3)                                                        33,246               -
     Deficit accumulated during the development stage                                          (44,837)           (34,043)
                                                                                            ----------         ----------
                                                                                                (8,591)           (31,043)
                                                                                            ----------         ----------

                                                                                            $    1,409         $    2,780
                                                                                            ==========         ==========
</TABLE>













                                       F-3
<PAGE>



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

<TABLE>
<CAPTION>
                                   CUMULATIVE DURING THE
                                     DEVELOPMENT STAGE                Year Ended December 31,
                                    (JANUARY 28, 2000 TO        ---------------------------------
                                     DECEMBER 31, 2003)               2003             2002
                                  --------------------------    ---------------     -------------
<S>                                    <C>                      <C>                 <C>
REVENUES                               $      -                 $       -           $      -
                                       --------------           -------------       -------------

COSTS AND EXPENSES:
     Professional fees                         26,421                   3,246              16,425
     Filing fees                                3,358                     135                 135
     Other expenses                            11,912                   5,865               2,786
     Interest expense                           3,146                   1,548                 745
                                       --------------           -------------       -------------
                                               44,837                  10,794              20,091
                                       --------------           -------------       -------------

NET LOSS                               $      (44,837)          $     (10,794)      $     (20,091)
                                       ==============           =============       =============


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

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING                    3,000,000               3,000,000           3,000,000
                                            =========               =========           =========
</TABLE>








                                      F-4
<PAGE>


                                TWIN LAKES, INC.
                                ----------------
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                   -------------------------------------------



<TABLE>
<CAPTION>
                                                                                                    DEFICIT
                                                                                             ACCUMULATED
                                                                             ADDITIONAL       DURING THE     STOCKHOLDERS'
                                                                              PAID-IN      THE DEVELOPMENT      EQUITY
                                              COMMON SHARES                   CAPITAL           STAGE          (DEFICIT)
                                      --------------------------------     --------------    ------------    -------------
                                         NUMBER             AMOUNT
                                      --------------------------------
<S>                                      <C>             <C>               <C>               <C>              <C>
At inception, January 28, 2000                -          $      -          $       -         $    -          $     -

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

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

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

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

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

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

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

DEBT AND RELATED INTEREST
   CONVERTED TO EQUITY                        -                 -                  33,246         -                 33,246

NET LOSS FOR YEAR ENDED
   DECEMBER  31, 2003                         -                 -                                 (10,794)         (10,794)
                                      ------------       -------------     --------------    ------------    -------------

BALANCE AT DECEMBER 31, 2003             3,000,000       $       3,000     $       33,246    $    (44,837)   $      (8,591)
                                      ============       =============     ==============    ============    =============
</TABLE>









                                                                F-5
<PAGE>


                                TWIN LAKES, INC.
                                ----------------
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                            ------------------------



<TABLE>
<CAPTION>
                                                                  CUMULATIVE DURING THE
                                                                    DEVELOPMENT STAGE           Year Ended December 31,
                                                                   (JANUARY 28, 2000 TO    -------------------------------
                                                                    DECEMBER 31, 2003)         2003               2002
                                                                 ------------------------  ------------       ------------
<S>                                                                  <C>                   <C>                <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                        $    (44,837)         $    (10,794)      $    (20,091)
     Adjustment to reconcile net loss to net cash utilized by
       operating activities:
       Increase in accrued expenses                                        13,146                  (177)            12,470
                                                                     ------------          ------------       ------------
         NET CASH UTILIZED BY OPERATING ACTIVITIES                        (31,691)              (10,971)            (7,621)
                                                                     ------------          ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from stockholders' loans                                     30,100                 9,600              9,000
     Sale of common units                                                   3,000                    -                  -
                                                                     ------------          ------------       ------------

         NET CASH PROVIDED BY FINANCING ACTIVITIES                         33,100                 9,600              9,000
                                                                     ------------          ------------       ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        1,409                (1,371)             1,379

     Cash and cash equivalents at beginning of period                       -                     2,780              1,401
                                                                     ------------          ------------       ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $      1,409          $      1,409       $      2,780
                                                                     ============          ============       ============
</TABLE>










                                       F-6
<PAGE>


                                 TWIN LAKES INC.
                                 ---------------
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2003 AND 2002
                           --------------------------


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.
         See Note 5 - Subsequent Event.

         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.

     (c) EARNINGS (LOSS) PER SHARE:

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

     (d) RECLASSIFICATIONS:

              Certain  items  on  the  2002  financial   statements   have  been
reclassified to conform to the 2003 presentation.



                                       F-7
<PAGE>

                                 TWIN LAKES INC.
                                 ---------------
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2003 AND 2002
                           --------------------------


NOTE 3 - LOANS PAYABLE - STOCKHOLDER:

         As of  December  31,  2003 and 2002,  the  Company  was  indebted  to a
         shareholder in the amounts of $30,100 and $20,500, respectively.  These
         loans were provided for  operating  expenses by Estancia LLC, an entity
         established  by  the  Company's  then  President  for  estate  planning
         purposes.  The loans bear interest at a rate of 6% per annum.  The note
         holder had agreed to extend the due date of each loan until October 31,
         2004  unless the  Company  completes  a business  combination  earlier.
         Interest accrued and unpaid as of December 31, 2003 and 2002 aggregated
         $3,146 and $1,598, respectively.

         As a  condition  to the  transaction  entered  into on January 8, 2004,
         subsequent to the balance sheet date, (see Note 5), 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.

NOTE 4 - STOCKHOLDERS' EQUITY:

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

         The Company has  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.

NOTE 5 - SUBSEQUENT EVENT:

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



                                      F-8
<PAGE>


                                     Signatures

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

                                 TWIN LAKES, INC.

Date: March 26, 2004             By: /s/ Arnold P. Kling
                                    -------------------------------------------
                                    Arnold P. Kling, President and Treasurer

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

Date: March 26, 2004             By: /s/ Arnold P. Kling
                                    -------------------------------------------
                                    Arnold P. Kling, President and Treasurer
                                    (Principal Executive Officer)


Date: March 26, 2004             By: /s/ Kirk M. Warshaw
                                    -------------------------------------------
                                    Kirk M. Warshaw, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

















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