SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

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

                 For the quarterly period ended August 31, 2002

                                       OR

      [   ]TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT
                                    OF 1934

          From the transition period from ___________ to ____________.

                         Commission File Number 0-29439
                                                -------


                            TWISTEE TREAT CORPORATION
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

                Delaware                                  43-1796315
          -------------------                        -------------------
    (State or other jurisdiction of                    (IRS Employer
     incorporation or organization)                  Identification No.)


                710 West 24th Street, Kansas City, Missouri 64108
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (877) 667-9377
                                 --------------
                          (Issuer's telephone number)

                                      N/A
                                      ---
   (Former name, former address and former fiscal year, if changed since last
                                    report)

     Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:

                              Yes  [X]    No  [ ]

As of October 14, 2002, 28,577,950 shares of Common Stock of the issuer were
outstanding.


<PAGE>
                            TWISTEE TREAT CORPORATION
                                   FORM 10-QSB

                                      INDEX

                                      PART I

Item 1.     Financial Statements                                             F-3

Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                            F-7


                                    PART II

Item 1.     Legal Proceedings                                                F-9

Item 6.     Exhibits and Reports on Form 8-K                                F-10

            Signatures                                                      F-10


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                       TWISTEE TREAT CORPORATION
                                        CONDENSED BALANCE SHEET

                                                                            AUGUST 31,    NOVEMBER 30,
                                                                               2002           2001
                                                                           ===========================
                                                                           (UNAUDITED)
<S>                                                                        <C>           <C>
ASSETS

Current assets:
  Cash                                                                     $     8,798   $       2,322
  Notes receivable - trade                                                           -          17,484
                                                                           ------------  --------------
    Total current assets                                                         8,798          19,806
                                                                           ------------  --------------

Property and equipment, net                                                     99,237         120,080
Other                                                                                -           1,150
                                                                           ------------  --------------
                                                                           $   108,035   $     141,036
                                                                           ------------  --------------


                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued liabilities                                 $   194,384   $     197,082
  Accrued expenses                                                              20,269         248,107
  Notes payable                                                                113,163         158,309
  Notes payable - shareholders                                                  41,600          93,600
                                                                           ------------  --------------
    Total current liabilities                                                  369,416         697,398
                                                                           ------------  --------------

Stockholders' equity (deficit):
  Preferred stock, $.0001 par value, 10,000,000 shares authorized:
    none issued and outstanding                                                      -               -
  Common stock, $.0001 par value, 50,000,000 shares
    authorized: 28,577,950 and 20,227,950 shares issued and outstanding:         2,858           2,023
  Additional paid-in capital                                                 3,640,217       3,545,052
  Accumulated deficit                                                       (3,804,456)     (3,928,137)
                                                                           ------------  --------------
                                                                              (161,381)       (381,062)
  Less: subscriptions receivable                                              (100,000)       (175,000)
                                                                           ------------  --------------
    Total stockholders' equity (deficit)                                      (261,381)       (556,062)
                                                                           ------------  --------------
                                                                           $   108,035   $     141,036
                                                                           ============  ==============
</TABLE>


        See accompanying notes to interim condensed financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                        TWISTEE TREAT CORPORATION
                                    CONDENSED STATEMENT OF OPERATIONS
                                               (UNAUDITED)

                                                       THREE MONTHS ENDED        NINE MONTHS ENDED
                                                           AUGUST 31,                AUGUST 31,
                                                          ============              ============
                                                       2002         2001          2002          2001
                                                   ------------  -----------  ------------  ------------
<S>                                                <C>           <C>          <C>           <C>
Net sales                                          $         -   $    3,651   $         -   $     8,690
Cost of sales                                                -       10,738             -         9,532
                                                   ------------  -----------  ------------  ------------
Gross profit (loss)                                          -       (7,087)            -          (842)

Operating expenses:
  Payroll and contractual expense                      (41,666)      40,170             -        81,198
  Depreciation and amortization expense                  6,948       20,852        20,843        13,072
  Consulting expense                                     5,000        6,000         5,000        20,627
  Legal and professional fees                                -       42,202        45,946        70,792
  Other general and administrative                      19,726       61,694        38,652        80,845
  Gain on settlement                                  (246,386)           -      (246,386)            -
                                                   ------------  -----------  ------------  ------------
                                                      (256,378)     170,918      (135,945)      266,534
                                                   ------------  -----------  ------------  ------------

Income (loss) from operations                          256,378     (178,005)      135,945      (267,376)

Other income (expense):
  Interest income                                            -          836             -           166
  Interest expense                                      (4,006)      (4,000)      (14,733)       (7,791)
  Other income (expense)                                    36            -         2,469             -
                                                   ------------  -----------  ------------  ------------
                                                        (3,970)      (3,164)      (12,264)       (7,625)
                                                   ------------  -----------  ------------  ------------

                                                   ------------  -----------  ------------  ------------
Net income (loss)                                  $   252,408   $ (181,169)  $   123,681   $  (275,001)
                                                   ============  ===========  ============  ============
Basic and diluted income (loss) per common
share                                              $      0.01   $    (0.01)  $      0.00   $     (0.01)
                                                   ============  ===========  ============  ============

Weighted average shares outstanding                 28,531,754    6,350,810    24,807,330    19,519,950
                                                   ============  ===========  ============  ============
</TABLE>

        See accompanying notes to interim condensed financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                              TWISTEE TREAT CORPORATION
                          CONDENSED STATEMENT OF CASH FLOWS
                                     (UNAUDITED)

                                                                NINE MONTHS ENDED
                                                                    AUGUST 31,
                                                              ----------------------
                                                                 2002        2001
                                                              ======================
<S>                                                           <C>         <C>

Cash flows from operating activities:
  Net income (loss)                                           $ 123,681   $(275,001)
    Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities:
    Depreciation and amortization                                20,843      13,073
    Bad debt                                                     17,484
    Stock issued to consultants                                       -       9,315
    Gain on settlement and forgiveness of debt                 (384,698)          -
  Changes in operating assets and liabilities
    Notes and other assets                                        1,150       7,500
    Inventory                                                         -      (2,572)
    Accounts payable and accrued expenses                       132,016      61,225
                                                               ---------  ----------
       Net cash provided by (used in) operating activities      (89,524)   (186,460)
                                                               ---------  ----------
Cash flows from investing activities:
                                                               ---------  ----------
  Purchase of equipment                                               -           -
                                                               ---------  ----------
Cash flows from financing activities:
  Net proceeds (payments) on notes payable                            -      83,895
  Proceeds from sale of common stock                             96,000     105,013
                                                               ---------  ----------
       Net cash provided by financing activities                 96,000     188,908
                                                               ---------  ----------

Net increase (decrease) in cash and cash equivalents              6,476       2,448
Cash and cash equivalents at beginning of period                  2,322           -
                                                               ---------  ----------
Cash and cash equivalents at end of period                    $   8,798   $   2,448
                                                              =========== ==========

Non-cash items:
  Notes receivable for subscriptions receivable               $  75,000   $       -
</TABLE>


        See accompanying notes to interim condensed financial statements.


                                      F-5
<PAGE>
                            TWISTEE TREAT CORPORATION
                NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                                AUGUST 31, 2002


Note 1:Presentation

The condensed balance sheet of the Company as of August 31, 2002, the related
condensed statements of operations for the three and nine months ended August
31, 2002 and 2001 and the statements of cash flows for the nine months ended
August 31, 2002 and 2001 included in the condensed financial statements have
been prepared by the Company without audit.  In the opinion of management, the
accompanying condensed financial statements include all adjustments (consisting
of normal, recurring adjustments) necessary to summarize fairly the Company's
financial position and results of operations.  The results of operations for the
three and nine months ended August 31, 2002 are not necessarily indicative of
the results of operations for the full year or any other interim period.  The
information included in this Form 10-QSB should be read in conjunction with
Management's Discussion and Analysis and Financial Statements and notes thereto
included in the Twistee Treat Corporation's November 30, 2001 Form 10-KSB.

Note 2: Settlement

On July 29, 2002, Twistee entered into a settlement agreement with its former
President, Steven Wells.  Twistee agreed to pay Mr. Wells $25,000 in cash and
Mr. Wells returned 1,250,000 shares of his common stock and an option to acquire
2,500,000 shares of common stock at $.0.02 per share and forgive all his other
claims against Twistee.  Accordingly, Twistee reversed his accrued salary and
reversed 2 notes payable.  The 1,250,000 shares were immediately canceled.


                                       F-6
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

THIS  REPORT  CONTAINS  FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A  OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE SECURITIES
EXCHANGE  ACT  OF  1934,  AS  AMENDED. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A RESULT OF
THE  RISKS  SET  FORTH IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION,  GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS USED IN
MAKING  SUCH  FORWARD  LOOKING  STATEMENTS.

GENERAL  OVERVIEW

Twistee Treat Corporation ("we" or, the "Company"), was incorporated in Missouri
on April 27, 1995 and re-domiciled in Delaware in June 1997. We operate and
franchise soft-serve ice cream desserts and an assortment of other foods and
beverages in its proprietary cone-shaped buildings and kiosks. Incorporated
under the laws of Missouri in 1997, the Company re-domiciled by merger into a
Delaware corporation in June of 1999 with the name Twistee Treat Corporation.

Twistee Treat offers specialty ice cream and food products through company owned
stores, franchised stores, in-line stores, kiosk units, mobile concession
trailers and "Express Grills." We are designed to be a high profile, soft-serve
ice cream retail merchant.

The Company is in the process of determining its business plan including its
product line and has limited operations. Steven Levin was appointed Chief
Executive Officer and James A. Tilton was appointed President in July 2002 and
is in the process of identifying opportunities.

RESULTS  OF  OPERATIONS

THREE  MONTHS AND NINE MONTHS ENDED AUGUST 31, 2002 COMPARED TO THREE MONTHS AND
NINE  MONTHS  ENDED  MAY  31,  2001

There were no net sales for the three and nine months ended August 31, 2002 and
2001. The Company is in the process of re-determining its product line and has
not focused on the sale of franchises or its current line of ice cream products.
For the three months ended August 31, 2002 revenues were $3,651 for the nine
months ended August 31, 2001 revenues were $8,690.

There was no cost of sales for the three and nine months ended August 31, 2002
and 2001. For the three months ended August 31, 2001 cost of sales were $10,738
and for the nine months ended August 31, 2001 cost of sales were $9,532 for the
reason discussed above.

Operating expenses for the three months ended August 31, 2002 decreased by
$427,296 or 250% to $(256,378) from $170,918 for the corresponding period of the
prior year. The increase is attributable to the Company significantly reducing
operations and entering into a settlement agreement with its former president
and agreed to pay him $25,000. The Company reversed accrued payroll of $41,666
recorded in the first 2 quarters of 2002 and reversed accrued salaries of
$212,000. The Company also reversed 2 notes payable totaling $22,017. For the
nine month period ending August 31, 2002 operating expenses decreased $402,479
or 151% to $(135,945) from $266,534 for the corresponding period of the prior
year. The decrease is attributable to the settlement discussed above and a
decrease in payroll, professional fees and other general expenses.

Net income (loss) for the three months ended August 31, 2002 increased by
$433,577 to income of $252,408 from a loss of $(181,169) for the corresponding
period of the prior year. For the three months ended August 31, 2002 and 2001
the Company did not record a tax provision (benefit). For the nine months ended
August 31, 2002, net income increased $398,682 to net income of $123,681 from a
net loss of $(275,001) for the corresponding period of the previous year. The
Company's did not record a tax provision (benefit) for the nine months ended
August 31, 2002 and 2001.


                                      F-7
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

At August 31, 2002 the Company had negative working capital of $360,618
including cash of $8,798. This compares with negative working capital of
$716,124 including cash of $6,040 for the prior quarter.

For the nine months ended August 31, 2002 cash used in operations decreased to
$89,524 from cash used in operations of $186,460 for the corresponding period of
the prior year.

For the nine months ended August 31, 2002 and 2001, there was no cash used in
investing activities. The company has reduced its operations and correspondingly
its purchases of property and equipment.

Net cash provided by financing activities decreased to $96,000 from $188,908.
The Company received $96,000 from the sale of its common stock for the nine
months ended August 31, 2002. The Company received $105,013 from the sale of its
common stock for the nine months ended May 31, 2001. The Company used part of
those proceeds to pay down notes payable.

The Company has no credit line or other bank debt, and has generated its cash
for operations from the sale of its common stock. At August 31, 2002, the
Company had a stockholders' deficit of $261,381, an increase of approximately
53% from the $556,062 of stockholders' equity existing at November 30, 2001.

As reflected in the accompanying financial statements and at August 31, 2002,
the Company has a working capital deficit of $360,618. The Company's operations
are not sufficient to finance its growth. The ability of the Company to continue
as a going concern is dependent upon its ability to raise additional capital and
implement its business plan. The Company anticipates issuing additional debt and
equity securities and reducing operating overhead. Management believes that
actions presently taken to improve its future operations and obtain additional
funding provide the opportunity for the Company to continue as a going concern.

FACTORS THAT MAY AFFECT FUTURE RESULTS

Dependence on Independent Franchisees and Licensors: The Company receives a
significant amount of its total revenues from the sale of franchise, license and
regional development rights to independent persons who desire to operate Twistee
Treat franchises in the United States and in Canada. The ability of the Company
to continue to generate revenue from these activities, and to grow its
franchising and licensing business in the future, is dependent upon the
willingness of independent persons to become franchisees and licensees of the
Company. The decision whether or not to become a franchisee or license of the
Company can be effected by a number of variables, many of which are outside of
the Company's control. Some of these variables include general market
conditions, regulatory burdens, the cost of raw supplies and materials, and the
receptiveness of the general public to the Company's particular products and
proprietary buildings and retail unit. If the Company were unable successfully
to market and sell its franchise and license rights to persons who would
independently own and operate Twistee Treat franchises, the ability of the
Company to continue would be severely impacted. While the Company does own and
operate certain retail sales outlets of its own, the majority of its business is
accounted for through the sale of franchise, regional development and license
rights to independent third parties.

Competition: The frozen desert market is highly competitive, and distinctions
between categories of frozen deserts (particularly with respect to the premium
or quality nature of various frozen desert products) are becoming much less
marked than in the past.  The success of the Company depends upon its ability to
continue to create and market innovative products, flavors, distribution
channels and retail units through which it can sell its product directly or
through the independent franchisees and licensees who operate Twistee Treat
locations.  If the Company is unable to compete effectively against other ice
cream and frozen desert manufacturers, as well as other food specialty shops
which compete for space at malls and other venues, it will be unable to continue
marketing its franchises and license rights, or to maintain its own corporate
locations, for the sale of Twistee Treat products.  The inability to sell its
products effectively would have a materially adverse effect upon the business
and operations of the Company.

Dairy commodity costs are volatile: It is possible that at some future date both
gross margins and earnings may not be adequately protected by pricing
adjustments, cost control programs and productivity gai2ns.  To the extent that
the Company is unable to effectively predict, and take actions to protect
against, significant increases in the raw materials it uses to produce its
frozen desert products, it could have a materially adverse impact on its ability
to sell such products to its franchisees and licensees, or to recognize
sufficient margins from sales to make the business economically viable.


                                      F-8
<PAGE>
Dependence Upon External Financing:  The Company has been building its business
through revenues generated from operations, supplemented by the sale of its
capital common stock.  The ability of the Company to continue to grow and expand
its business is highly dependent upon the ability of the Company to continue to
raise external financing, from the sale of equity and/or the incurrence of debt.
If the Company were unable to obtain debt and/or equity financing upon terms
that were sufficiently favorable to the Company, or at all, it would have a
materially adverse impact upon the ability of the Company to continue to expand
its business and operations, or to implement its business plan as now
contemplated by the Company.

Reliance on Key Management:  The success of the Company is highly dependent upon
the continued services of Steven Levin, its CEO, who is the primary person
responsible for building the Company's renewed franchise, regional development
and licensing business.  If Mr. Levin were to leave the Company, it could have a
materially adverse effect upon the business and operations of the Company.

OTHER INFORMATION

Item 1: Legal Proceedings

We are not involved in any material pending legal proceedings, other than
routine litigation incidental to our business, to which we are a party or of
which any of our property is subject.

Item 2. Changes In Securities

During July 2002, Stephen Wells, the former President, returned 1,250,000 shares
of  Common  Stock.  The  Common  Stock was canceled by the Company in connection
with  a  settlement  agreement.

During  June  and  July  2002,  Calder  Investments acquired 2,000,000 shares of
common  stock.

PART II - OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

       a)  Exhibits

       99.1 Certification of Chief Executive Officer and Chief Financial Officer

       b) Reports on Form 8-K

       None



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                         TWISTEE TREAT CORPORATION

Date:  October 14, 2002                    By:
                                              ---------------------------------
                                              /s/  James A. Tilton
                                              President, CFO and Director


                                      F-9
<PAGE>