Exhibit 31.2

                                  CERTIFICATION

      I, Kirk M. Warshaw, certify that:

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

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

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

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

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

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

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

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

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

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

      6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

March 26, 2004                       /s/ Kirk M. Warshaw
                                    ----------------------------------------
                                         Kirk M. Warshaw
                                         Chief Financial Officer






                                       17