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 May 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 incorporation or organization)(IRS Employer
                               Identification No.)


           228 West 4th Street, Suite 227, Kansas City, Missouri 64105
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                  (816) 842-1116
                                  --------------
                           (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 July 18, 2002, 27,827,950 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        F-7
          and Results of Operations

                                     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


                                                                             MAY 31,      NOVEMBER 30,
                                                                               2002           2001
                                                                           ------------  --------------
                                                                           (UNAUDITED)
<S>                                                                        <C>           <C>
                                         ASSETS

Current assets:
  Cash                                                                     $     6,040   $       2,322
  Notes receivable - trade                                                      17,484          17,484
  Prepaid assets                                                                    62               -
                                                                           ------------  --------------
    Total current assets                                                        23,586          19,806

Property and equipment, net                                                    106,185         120,080
Other                                                                            1,150           1,150
                                                                           ------------  --------------
                                                                           $   130,921   $     141,036
                                                                           ============  ==============


                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued liabilities                                 $   194,384   $     197,082
  Accrued expenses                                                             299,900         248,107
  Notes payable                                                                158,309         158,309
  Notes payable - shareholders                                                  87,117          93,600
                                                                           ------------  --------------
    Total current liabilities                                                  739,710         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: 27,827,950 and 20,227,950 shares issued and outstanding:         2,783           2,023
  Additional paid-in capital                                                 3,620,292       3,545,052
  Accumulated deficit                                                       (4,056,864)     (3,928,137)
                                                                           ------------  --------------
                                                                              (433,789)       (381,062)
  Less: subscriptions receivable                                              (175,000)       (175,000)
                                                                           ------------  --------------
    Total stockholders' equity (deficit)                                      (608,789)       (556,062)
                                                                           ------------  --------------
                                                                           $   130,921   $     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
                                                    MAY 31,            SIX MONTHS ENDED MAY 31,
                                              2002          2001          2002          2001
                                          ------------  ------------  ------------  ------------
<S>                                       <C>           <C>           <C>           <C>
Net sales                                 $         -   $     1,859   $         -   $     8,690
Cost of sales                                       -         1,087             -         9,532
                                          ------------  ------------  ------------  ------------
Gross profit (loss)                                 -           772             -          (842)

Operating expenses:
  Payroll and contractual expense                   -        14,330        41,666        81,198
  Depreciation and amortization expense         6,947             -        13,895        13,072
  Consulting expense                                -         2,799             -        20,627
  Legal and professional fees                  39,946        67,142        45,946        70,792
  Other general and administrative              8,009        29,410        18,926        77,351
                                          ------------  ------------  ------------  ------------
                                               54,902       113,681       120,433       263,040
                                          ------------  ------------  ------------  ------------

Loss from operations                          (54,902)     (112,909)     (120,433)     (263,882)

Other income (expense):
  Interest income                                   -            22             -           147
  Interest expense                             (5,745)            -       (10,727)       (7,500)
  Other income (expense)                        2,433             -         2,433             -
                                          ------------  ------------  ------------  ------------
                                               (3,312)           22        (8,294)       (7,353)
                                          ------------  ------------  ------------  ------------

                                          ------------  ------------  ------------  ------------
Net loss                                  $   (51,590)  $  (112,887)  $  (128,727)  $  (271,235)
                                          ============  ============  ============  ============
Basic and diluted loss per common share   $      0.00   $      0.01   $      0.01   $      0.01
                                          ============  ============  ============  ============
Weighted average shares outstanding        24,901,863    19,529,950    22,924,653    19,552,159
                                          ============  ============  ============  ============
</TABLE>

        See accompanying notes to interim condensed financial statements.


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


                                                                 SIX MONTHS ENDED MAY 31,
                                                             ------------------------------
                                                                  2002            2001
                                                             ---------------  -------------
<S>                                                          <C>              <C>
Cash flows from operating activities:
  Net loss                                                   $     (128,727)  $   (271,235)
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
    Depreciation and amortization                                    13,895         13,073
    Stock issued to consultants                                           -          9,315
  Changes in operating assets and liabilities
    Notes and other receivable                                          (62)         7,500
    Inventory                                                             -         (2,572)
    Accounts payable and accrued expenses                            49,095         97,508
                                                             ---------------  -------------
        Net cash provided by (used in) operating activities         (65,799)      (146,411)
                                                             ---------------  -------------
Cash flows from investing activities:
                                                             ---------------  -------------
  Purchase of equipment                                                   -              -
                                                             ---------------  -------------

Cash flows from financing activities:
  Net proceeds (payments) on notes payable                           (6,483)        41,398
  Proceeds from sale of common stock                                 76,000        105,013
                                                             ---------------  -------------
        Net cash provided by financing activities                    69,517        146,411
                                                             ---------------  -------------

Net increase (decrease) in cash and cash equivalents                  3,718              -
Cash and cash equivalents at beginning of period                      2,322              -
                                                             ---------------  -------------
Cash and cash equivalents at end of period                   $        6,040   $          -
                                                             ===============  =============

Cash paid for:
  Interest                                                   $            -   $          -
</TABLE>

        See accompanying notes to interim condensed financial statements.


                                      F-5
<PAGE>
                            TWISTEE TREAT CORPORATION
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                                  MAY 31, 2001


Note 1:   Presentation

The condensed balance sheet of the Company as of May 31, 2002, the related
condensed statements of operations for the three and six months ended May 31,
2002 and 2001 and the statements of cash flows for the six months ended May 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 six months
ended May 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.



                                      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 President
in  July  2002  and  is  in  the  process  of  identifying  opportunities.

RESULTS  OF  OPERATIONS

THREE  MONTHS AND SIX MONTHS ENDED MAY 31, 2002 COMPARED TO THREE MONTHS AND SIX
MONTHS  ENDED  MAY  31,  2001

There  were  no net sales for the three months ended May 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
six  months  ended  May 31, 2002 revenues decreased $8,690 to $0 from $8,690 for
the  six  months  ended  May  31,  2001.

There  was  no  cost  of sales for the three months ended May 31, 2002 and 2001.
For  the six months ended May 31, 2002 cost of sales decreased $9,532 to $0 from
$9,532  for  the  six  months ended May 31, 2001 for the reason discussed above.

Operating  expenses for the three months ended May 31, 2002 decreased by $58,779
or  52% to $54,902 from $113,681 for the corresponding period of the prior year.
The  decrease  is attributable to the Company significantly reducing operations.
For  the  six  month  period  ending  May  31, 2001 operating expenses decreased
$142,607  or  54%  to $120,433 from $263,040 for the corresponding period of the
prior year.  The decrease is attributable to a decrease in payroll, professional
fees  and  other  general  expenses.

Net  loss for the three months ended May 31, 2002 decreased by $61,297 to a loss
of  $51,590  from  a loss of  $112,887 for the corresponding period of the prior
year.  For  the  three  months  ended  May 31, 2002 and 2001 the Company did not
record  a  tax  benefit.  For  the  six  months ended May 31, 2002, the net loss
decreased  $142,508  to  a  loss of $128,727 from a net loss of $271,235 for the
corresponding  period  of the previous year.  The Company's did not record a tax
benefit  for  the  six  months  ended  May  31,  2002  and  2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  May  31, 2002 the Company had negative working capital of $716,124 including
cash  of  $6,040.  This  compares  with  negative  working  capital  of $677,592
including  cash  of  $2,322  for  the  corresponding  period  of the prior year.

For  the  six  months  ended  May  31, 2002 cash used in operations decreased to
$65,799 from cash used in operations of $146,411 for the corresponding period of
the  prior  year.


                                      F-7
<PAGE>
For  the  six  months  ended  May  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 $69,517 from $146,411.
The  Company  received  $76,000  from  the  sale of its common stock for the six
months  ended  May 31, 2002.  The Company received $105,013 from the sale of its
common  stock  for  the six 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 May 31, 2002, the Company
had a stockholders' deficit of $608,789, a decrease of approximately 9% from the
$556,062  of  stockholders'  equity  existing  at  November  30,  2001.

As  reflected  in the accompanying financial statements and at May 31, 2002, the
Company has a working capital deficit of $716,124 and a net loss from operations
of $120,433 for the six months ended May 31, 2002.  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 gains.  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.

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.


                                      F-8
<PAGE>
Reliance on Key Management:  The success of the Company is highly dependent upon
the  continued  services  of  Steven  Levin,  its  President and 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  May 2002, Stephen Wells, the former President, acquired 35,000 shares of
Series  A Convertible Preferred Stock.  The Series A Convertible Preferred Stock
were  later  rescinded  and  canceled in connection with a settlement agreement.

During  April  and  May  2002,  Calder  Investments acquired 3,600,000 shares of
common  stock.


Item 5.   Other  Information

Steven Wells, President resigned effective May 16, 2002 and reached a settlement
agreement  with  the  Company  for  $25,000.  Mr.  Wells  waived  all claims and
obligations  against  the  Company.

Mr.  Steven Levin became President in July 2002.  The Company is in process of a
negotiating  an  employment  agreement  with  Mr.  Levin.


PART II - OTHER INFORMATION

Item 6.   EXHIBITS  AND  REPORTS  ON  FORM  8-K

          a)  Exhibits
          27.1 Financial  Data  Schedule

          b)  Reports  on  Form  8-K

          (i) Report on Form 8-K dated May 3, 2002, announcing the acquisition
              of 3,500,000 shares of Series A convertible preferred stock for
              $35,000 by Stephen Wells.


                                      F-9
<PAGE>
                                      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:  July 18, 2002
                                               By:
                                                  ------------------------------
                                                     /s/ James A. Tilton
                                                     Director



                                      F-10
<PAGE>