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

                                    FORM 10-Q

       (X)   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   FOR THE QUARTERLY PERIOD ENDED MAY 31, 2000


        ( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      COMMISSION FILE NUMBER         294339


                            TWISTEE TREAT CORPORATION
                       (NAME OF REGISTRANT IN ITS CHARTER)


              DELAWARE                              43-1796135
     (STATE OF INCORPORATION)          (I. R. S. EMPLOYER IDENTIFICATION NO.)



                                301 CLARK STREET
                          WARRENSBURG, MISSOURI  64093

   (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL
                               PLACE OF BUSINESS)


                                ________________

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      NONE
                                ________________



           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK, PAR VALUE $.001


                                        1
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and (2) and has been subject to such filing
requirements  for  the  past  90  days.
Yes   X   No

As  of  May  31, 2000, there were 15,769,950 shares of the issuer's Common Stock
issued  and  outstanding.


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION


Item  I.  Financial  Statements


The  registrant  represents that the Consolidated Financial Statements furnished
herein  have  been  prepared  in  accordance  with generally accepted accounting
principles  applied  on  a  basis  consistent  with  prior  years, and that such
Consolidated  Financial  Statements reflect, in the opinion of the management of
the  Company,  all adjustments (which include only normal recurring adjustments)
necessary to present fairly the consolidated financial position of Twistee Treat
Corporation  (the  "Company"),  as  of  May  31,  2000,  and  the results of its
operations  and  its  cash  flows  for  the  three  months  then  ended.


                                        3
<PAGE>
                            Twistee Treat Corporation

                        Consolidated Financial Statements

                                  May 31, 2000


                                        4
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS


                                        5
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS  OF  OPERATION



FORWARD-LOOKING  STATEMENTS  AND  ASSOCIATED  RISK


This  quarterly report may contain forward-looking statements within the meaning
of  Section  21E  of  the Securities Exchange Act of 1934. These forward-looking
statements  are based largely on the Company's expectations and are subject to a
number  of  risks  and  uncertainties, certain of which are beyond the Company's
control.  Actual  results  could  differ  materially from  these forward-looking
statements as a result of such risks and uncertainties, including, among others,
general  economic  conditions,  governmental regulation and competitive factors,
and, more specifically, interest rate levels availability of financing, consumer
confidence  and preferences, the effectiveness of the Company's competitors, and
costs  of  materials and labor. In light of these risks and uncertainties, there
can  be  no  assurance  that  the  forward-looking information contained in this
quarterly  report  will  in  fact  occur.  Forward-looking  statements  may  be
identified  by  use of forward-looking terminology such as "believe,' "intends,"
"may,"  "will,"  "expects,"  "estimate,"  "anticipate,"  "continue,"  or similar
terms,  variations  of  those  terms  or  the  negative  of  those  terms.


                                        6
<PAGE>
THIRTEEN  WEEKS  ENDED  MAY  31,  2000  AND  MAY  31,  1999.
------------------------------------------------------------


OVERVIEW.
--------


The  Company  operates  and  franchises  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 1999, the Company
redomiciled  by merger into a Delaware corporation in June of 1997 with the name
Twistee  Treat  Corporation.  On  April  6,  2000,  the  Company  purchased  a
publicly-reporting  corporation, Perfection Plus, Inc., a Nevada corporation, as
described  more  fully  in  its  Form 8-K filed with the Securities and Exchange
Commission  on  April  8,  2000,  as subsequently amended.  Effective January 1,
1999,  Stephen Wells, formerly the President of the Company's largest franchisee
(Twistee Treat of the Southeast, Inc.), became the President and Chief Executive
Officer  of  the  Company.  Mr.  Wells  continued  the testing program, begun in
1999,  of  the Company's "Express Grill" unit, a full-service restaurant loosely
based  on the design of the Brazier units operating by "Dairy Queen." Management
believes that the "Express Grill" unit will help the Company expand its business
into  cooler  climates,  offering  a broader menu and inside seating capability.


NET  SALES.
----------


The  Net Sales made by the Company are derived from two separate sources, namely
the  sale  of ice cream products at retail and to franchisees of the Company, as
well as from the sale of licensing, regional development and franchise rights to
third  parties  desiring to own and operate individual Company franchises or the


                                        7
<PAGE>
ability to develop regional franchise areas.  For the three months ended May 31,
2000,  the  Company's  Net Sales were $75,953, compared to $155,230 for the same
period  ended  May  31, 1999.  Similarly, for the six months ended May 31, 2000,
Net Sales equaled $101,294, compared to the six-month period ended May 31, 1999,
in  which  Net  Sales  equaled $204,474.  The decrease in Net Sales for the most
recent  three-months  and  six-month  periods  is  attributable to a decrease of
franchise  sales.  Out of the $75,953 in total Net Sales recorded for the period
ended  May  31, 2000, thirty-nine  percent (39%) was earned from the sale of ice
cream  and  other  products  to  retail  customers  and  franchisees for sale at
franchised  locations,  and twenty-six percent (26%) is attributable to revenues
earned  from  the  sale  of  franchises,  licenses  and  regional  development
agreements,  as well as from the payment of royalties on agreements entered into
in  earlier  periods  by  the  Company.


COST  OF  SALES.
---------------


The  Company  experienced  a  slight decrease in the Cost of Sales for the three
months  ended  May 31, 2000, which was $22,986, as compared to the Cost of Sales
for  the  same  period  ended  May  31,  1999,  which  equaled $37,125.  For the
six-month  period ended May 31, 2000, the Cost of Sales equaled $32,163, and for
the  same  period  ended  May  31,  1999,  the  Cost  of  Sales equaled $57,085.
Management  attributes  the  relatively  small decrease in Cost of Sales for the
three  months  ended  May  31, 2000, and the six months ended May 31, 2000, as a
percentage  of  Cost  of  Sales  for  the  same  periods  ended May 31, 1999, to
management's ability to bring the cost of sales in line with industry standards,
especially  with  respect to the cost of food and ice cream sold by the Company,
and  to the overall reduction of revenues.  The Cost of Sales experienced by the
Company  from its operations is primarily for product sales of which 55% was for
the  six  months  ended May 31, 2000, and 32% was for the three months ended May
31,  2000.  Management's  goal is to keep the cost of sales below 35%.  The cost
of  selling  a  franchise  in  Florida  during  the  quarter ending May 31, 2000
generated  administrative expenses, which is also included in the Cost of Sales.
The  remaining revenue derived during this period were from the sales of Twistee
Treat  cone-shaped  buildings  which  were  sold  to  a Canadian licensee at the
Company's  cost  in  an  effort  to establish business in that region to further
general  revenues.


                                        8
<PAGE>
GROSS  PROFIT.
-------------


The  Company  generated a Gross Profit of $52,967 for the three months ended May
31,  2000,  down  from  $118,105 (or 55.2%)  from  the same period ended May 31,
1999.  The  Gross  Profit  generated for the six-month period ended May 31, 2000
was  $69,131,  down  from $147,389 (or 53.09%) for the same period ended May 31,
1999.  As a percentage of Net Sales, the Gross Profit for the three-month period
ended  May  31,  2000,  and  the  six-month  period  ended  May  31,  2000,  was
approximately 69.73% and 68.25%, respectively.  The decrease in the Gross Profit
generated  by  the Company during such periods as a percentage as a total of Net
Sales of the Company is attributed to an increase in the Company's inventory and
the  high  cost  of  sales  during  the  first  quarter  of  this  year.


OPERATING  EXPENSES.
-------------------


                                        9
<PAGE>
Operating  expenses  for  the  three-month  period  ended  May  31, 2000 equaled
$284,256  an  increase of approximately 131.9% compared to the same period ended
May 31, 1999, and for the six-month period ended May 31, 2000, equaled $389,426,
an  increase  of  approximately  72.2%  compared to the six months ended May 31,
1999.  The  substantial  increase  in operating expenses is primarily due to the
heavy  expenditure  of  the Company on legal and professional fees, attributable
primarily to (1) the legal and auditing costs associated with the acquisition by
the  Company  of  a  publicly-reporting  corporation  in  April,  2000,  and the
associated  expenses  of being a publicly-reporting Company since that date; (2)
the  increased  focus  of  the  Company  on  the  sale  of  franchises, regional
development  rights,  license  rights  and other heavily negotiated contracts as
well  as  compliance  with  the regulatory requirements imposed upon franchising
entities  in  the  United  States;  and  (3) the legal costs associated with the
filing  of  a lawsuit against Fibertek Corporation to rescind a purchase of that
company.  In  addition  to  the increased legal and accounting fees, the Company
has  experienced  expenses  paid  to  franchising  consultants  in the amount of
$12,600  and  $16,200  for  the three- and six-month periods ended May 31, 2000.
Prior  to such periods the Company had paid no consulting expenses.  Payroll and
other  compensation equaled $31,149 for the three months ended May 31, 2000, and
$72,665  for  the  six-month  period ended May 31, 2000, compared to $33,597 and
$73,297, respectively for the same periods ended May 31, 1999.  Depreciation and
amortization  expense  which  equaled $20,852 for the three months ended May 31,
2000  increased  approximately  90% over the same period ended May 31, 1999, and
for  the  six-month  period  ended  May  31,  2000 depreciation and amortization
expense  equaled $38,921, representing an increase of approximately 74% over the
same  period  ended  May  31,  1999.  Management


                                       10
<PAGE>
attributes the substantial increase in depreciation and amortization expenses to
additional  asset purchases.  Other general and administrative expenses incurred
by  the  Company  for the three-month period ended May 31, 2000 equaled $76,561,
and  included  payments  for interest, wages, rent and other normal expenses for
the  day  to  day  operations of the business.  For the six-month period May 31,
2000,  such  amount  equaled  $118,546.  These  amounts represented increases of
approximately  21.2%  and  21.3%,  respectively,  over  the prior periods.  As a
result  of  its  operating  expenses,  the Company experienced a total loss from
operations  of  ($231,289)  and  ($320,295) for the three- and six-month periods
ended  May 31, 2000, compared to ($4,469) and ($78,707), (or 5075.4% and 306.9%,
respectively).  The  largest  single factor attributable to the increase in loss
from  operations  is  the increase in legal and accounting fees described above.
The  Company generated $774 in interest income, reducing the Company's loss from
operations  to a net loss of ($242,515) for the three months ended May 31, 2000.
The Company earned no interest or other miscellaneous income for the same period
ended  May  31,  1999.  For the six-month period ended May 31, 2000, the Company
generated miscellaneous income of $794, and interest income of $1,250, which was
offset  by interest expense of ($19,350) during that same period, resulting in a
total net loss for the six months ended May 31, 2000 of ($337,601).  The Company
experienced  no miscellaneous income, interest income or interest expense during
the  six-month  period  ended  May  31,  1999.


NET  LOSS  PER  SHARE.
---------------------


                                       11
<PAGE>
The  Company's  Net Loss per common share and equivalence--basic and diluted for
the  three-month  period  ended  May 31, 2000 was ($0.02), and for the six-month
period  ended  May 31, 2000, the net loss per common share and equivalence-basic
and  diluted  equaled ($0.04).  This represented an increase of $0.01 and $0.03,
respectively,  over  the  comparable  net  loss  per  common  share  and
equivalence-basic  and  diluted  for  the  same  periods  ended  May  31,  1999.


LIQUIDITY  AND  CAPITAL  RESOURCES.
----------------------------------


As  of  May 31, 2000, the Company had $76,515 in cash, a decrease of $8,406 from
November  30, 1999.  The decrease in cash is attributable to recent acquisitions
of  cone-shaped buildings and ice cream equipment.  Net cash used for operations
in  the second quarter of 2000 was approximately $543,892, an increase of 127.1%
over  the amount of net cash used for operations during the same period in 1999.
Uses  of  the Company's cash during the second quarter of 2000 was predominantly
for  general  and/or  administrative  purposes,  increase  in inventory and debt
reduction.

Inventories  increased from $116,650 at November 30, 1999 to $259,920 at May 31,
2000  (an  increase  of  approximately  123%).  This  increase  reflects  the
acquisition  of  nine  buildings  as  well  as additional ice cream equipment in
preparation  for  sales resulting from the Company's ongoing franchise campaign.

The  Company  anticipates  that  its  capital  expenditures for the remainder of
fiscal year 2000 will be approximately $250,000, most of which is expected to be
used  for  general  working  capital  purposes,  legal  and accounting fees, and
advertising and promotions activities related to the ongoing franchise campaign.


                                       12
<PAGE>
The  Company's  debt structure includes total current liabilities of $452,260 at
May  31, 2000, a decrease from $634,639 at November 30, 1999.  Long-term debt at
May  31,  2000 equaled $29,292, compared to $34,792 at November 30, 1999.  Total
liabilities  at  May  31,  2000  were $481,552, a decrease from $669,431 for the
period  ended  November  30,  1999.  This decrease of approximately 28% in total
liabilities  was  attributable  primarily  to  debt  reduction.

Cash  flows from financing activities by the Company totaled $608,813 at May 31,
2000,  primarily  consisting  of  proceeds  from  the  sale  of  stock.

The  Company  has  no credit line or other bank debt, and has generated its cash
for  operations  from  internally-generated  revenues and the sale of its common
stock,  $.0001  par  value.  At May 31, 2000 the Company had total stockholders'
equity  of  $694,940,  an  increase of approximately 151.5% from the $276,291 of
stockholders'  equity  existing  at November 30, 1999.  The stockholders' equity
was  primarily raised from the sale of capital stock during the first six months
of  fiscal  year  2000.  During the three months ended May 31, 2000, the Company
issued  8,810,000 shares of common stock for proceeds of $750,000.  In addition,
on  June  13,  2000,  Stephen  Wells, the Company's President and CEO, purchased
2,500,000  shares of common stock from the Company for proceeds of $50,000.  The
Company  believes  that  its  liquid resources and internally-generated cash are
sufficient  to  meet  its  short-term  and  long-term  operating requirements at
present  levels  of operation.  However, to expand the Company's business and to
take  advantage  of  certain  expansion  capabilities which the Company believes


                                       13
<PAGE>
exist  in  its  market today, the Company will require additional outside equity
and/or  debt  financing.  To  the  extent  that  the  Company cannot obtain such
financing  on  terms that it would consider favorable or at all, it could have a
materially adverse impact on the Company's ability to grow its business and take
advantage  of  the  opportunities  in  which  it  desires  to  engage during the
remainder  of  fiscal  year 2000 and beyond.  There can be no assurance that the
Company will be able successfully to raise the cash it requires to implement its
business  plan  as  currently  anticipated.


IMPACT  OF  YEAR  2000.
-----------------------


The Company experienced no significant disruptions in its information technology
and  non-information  technology  systems,  and  believes  that  those  systems
successfully  responded  to the Year 2000 date change.  The Company is not aware
of  any  material  problems  resulting  from  Year  2000 issues, either with its
products,  its  internal  systems, or the products and services of third parties
which  the  Company  utilizes  in  its operations or business.  The Company will
continue  to monitor its mission critical computer applications and those of its
suppliers  and  vendors  throughout the Year 2000 to ensure that any latent Year
2000  matters  that  may  arise  can  be  addressed  promptly.


RISK  FACTORS.
--------------


                                       14
<PAGE>
Dependence  on Independent Franchisees and Licensors.  The Company 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 licensee 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  units.  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


                                       15
<PAGE>
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.

Volatility  in  the  Cost  of  Raw  Materials.  The  Company has experienced the
general  trend  of  volatility in dairy ingredient commodity costs, and believes
that  such  volatility  may  continue  in  the near to medium term.  While dairy
commodity  costs  for the first quarter of fiscal 2000 were lower than in fiscal
1999,  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.


                                       16
<PAGE>
Reliance on Key Management.  The success of the Company is highly dependent upon
the  continued services of Steven Wells, its President and CEO, who has been the
primary  person  responsible  for  building  the  Company's  renewed  franchise,
regional  development  and  licensing  business.  If Mr. Wells were to leave the
Company,  it  could  have  a  materially  adverse  effect  upon the business and
operations  of  the  Company.


SIGNATURE



TWISTEE  TREAT  CORPORATION


Date:  July 21, 2000



/s/  Stephen  Wells                                      /s/  Stephen  Wells
-----------------------------                            -----------------------
Stephen  Wells                                           Stephen  Wells
President                                                Chief Financial Officer



PART  II:  OTHER  INFORMATION

ITEM 6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)    The  following  exhibit  is  filed  herewith:

       Exhibit  No.           Description
       -----------            -----------
          27.1                Financial  Data  Schedule

(b)    The  Company  filed  a Notice of Current Report on Form 8-K pertaining to
       the  acquisition  of  Perfection  Plus,  Inc. on April 6, 2000, which was
       subsequently amended on April 7, April 17, May 24, and June 16, 2000.


                                       17
<PAGE>
                            TWISTEE TREAT CORPORATION
                        CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2000


<PAGE>
                            TWISTEE TREAT CORPORATION

                                    CONTENTS
                                    --------



PAGE       1  CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 2000
              (UNAUDITED) AND NOVEMBER 30, 1999

PAGE       2  CONSOLIDATED STATEMENTS OF OPERATIONS FOR
              THE THREE MONTHS AND SIX MONTHS ENDED MAY 31,
              2000 AND 1999 (UNAUDITED)

PAGE       3  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
              THE SIX MONTHS ENDED MAY 31, 2000 AND 1999
              (UNAUDITED)

PAGES  4 - 5  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>
<TABLE>
<CAPTION>
                            TWISTEE TREAT CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                   -----------

                                      ASSETS
                                      ------

                                                                               May 31, 2000
                                                                               (Unaudited)    November 30, 1999
                                                                              --------------  -----------------
<S>                                                                           <C>             <C>
CURRENT ASSETS
  Cash                                                                        $      76,515   $         84,921
  Advances                                                                           10,000             10,000
  Notes receivable - trade                                                           96,000             90,000
  Notes receivable other - current                                                   80,670             80,670
  Inventory                                                                         259,920            116,650
                                                                              --------------  -----------------
    Total Current Assets                                                            523,105            382,241
                                                                              --------------  -----------------

PROPERTY AND EQUIPMENT, NET                                                         362,837            328,431
                                                                              --------------  -----------------
OTHER ASSETS
  Notes receivable - trade                                                           20,000             20,000
  Notes receivable other                                                             74,000             74,000
  Other receivable                                                                  105,500             50,000
  Deposits                                                                            1,150              1,150
  Intangible assets                                                                  89,900             89,900
                                                                              --------------  -----------------
    Total Other Assets                                                              290,550            235,050
                                                                              --------------  -----------------

TOTAL ASSETS                                                                  $   1,176,492   $        945,722
------------                                                                  ==============  =================

                                         LIABILITIES AND STOCKHOLDERS' EQUITY
                                         ------------------------------------

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                       $     101,105   $        147,797
  Notes and loans payable - current                                                 170,415            306,102
  Capital lease - current                                                               507                507
  Deferred revenue                                                                  180,233            180,233
                                                                              --------------  -----------------
    Total Current Liabilities                                                       452,260            634,639

NOTES PAYABLE                                                                        29,292             34,792
                                                                              --------------  -----------------
TOTAL LIABILITIES                                                                   481,552            669,431
                                                                              --------------  -----------------
STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 par value, 10,000,000 shares authorized, none issued            -                  -
    and outstanding
  Common stock, $.0001 par value, 50,000,000 shares authorized, 15,769,950            1,576                676
    and 6,769,950 shares issued and outstanding, respectively
  Common stock to be issued, $.0001 par value, 50,000 shares and 212,500,                 5                 21
    respectively
  Additional paid in capital                                                      3,047,115          1,929,249
  Accumulated deficit                                                            (1,991,256)        (1,653,655)
  Less subscriptions receivable                                                    (362,500)                 -
                                                                              --------------  -----------------
    Total Stockholders' Equity                                                      694,940            276,291
                                                                              --------------  -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $   1,176,492   $        945,722
------------------------------------------                                    ==============  =================
</TABLE>

           See accompanying notes to consolidated financial statements


                                        1
<PAGE>
<TABLE>
<CAPTION>
                            TWISTEE TREAT CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                   -----------

                                     For the Three    For the Three    For the Six     For the Six
                                     Months Ended     Months Ended     Months Ended    Months Ended
                                     May 31, 2000     May 31, 1999     May 31, 2000    May 31, 1999
                                    ---------------  ---------------  --------------  --------------
<S>                                 <C>              <C>              <C>             <C>
NET SALES                           $       75,953   $      155,230   $     101,294   $     204,474

COST OF SALES                               22,986           37,125          32,163          57,085
                                    ---------------  ---------------  --------------  --------------

GROSS PROFIT (LOSS)                         52,967          118,105          69,131         147,389
                                    ---------------  ---------------  --------------  --------------

OPERATING EXPENSES
  Payroll and contractual                   31,149           33,597          72,665          73,297
    compensation
  Depreciation and amortization             20,852           11,000          38,921          22,000
    expense
  Consulting expense                        12,600                -          16,200               -
  Legal and professional fees              155,094           14,795         155,094          33,069
  Other general administrative
    expenses                                64,561           63,182         106,546          97,730
                                    ---------------  ---------------  --------------  --------------
    Total Operating Expenses               284,256          122,574         389,426         226,096
                                    ---------------  ---------------  --------------  --------------

LOSS FROM OPERATIONS                      (231,289)          (4,469)       (320,295)        (78,707)
                                    ---------------  ---------------  --------------  --------------

OTHER INCOME (EXPENSE)
  Miscellaneous income                           -                -             794               -
  Interest income                              774                -           1,250               -
  Interest expense                         (12,000)               -         (19,350)              -
    Total Other (Expense)                  (11,226)               -         (17,306)              -

NET LOSS                            $     (242,515)  $       (4,469)  $    (337,601)  $     (78,707)
--------                            ===============  ===============  ==============  ==============

Net loss per common share and       $         (.02)  $         (.01)  $        (.04)  $        (.01)
  equivalents - basic and diluted   ===============  ===============  ==============  ==============

Weighted average number of shares
  outstanding during period - basic      9,747,728        6,337,750       8,313,839       6,337,750
  and diluted                       ===============  ===============  ==============  ==============
</TABLE>

           See accompanying notes to consolidated financial statements


                                        2
<PAGE>
<TABLE>
<CAPTION>
                            TWISTEE TREAT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   -----------

                                                                      For the Six     For the Six
                                                                      Months Ended    Months Ended
                                                                      May 31, 2000    May 31, 1999
                                                                     --------------  --------------
<S>                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                           $    (337,601)  $     (78,707)
  Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities:
  Depreciation and amortization                                             38,921          22,000
  Stock issued to consultants                                                6,250               -
  Changes in assets and liabilities
    (Increase) decrease in:
    Accounts receivable                                                     (6,000)              -
    Notes receivable - trade                                                     -         (85,500)
    Other receivables                                                      (55,500)              -
    Inventory                                                             (143,270)         (8,000)
   Increase (decrease) in:
    Accounts payable and accrued expenses                                  (46,692)        (57,239)
    Deferred Revenue                                                             -         (32,000)
                                                                     --------------  --------------
      Net Cash Used In Operating Activities                               (543,892)       (239,446)
                                                                     --------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                       (73,327)          6,538
  Increase in intangible assets                                                  -          50,800
                                                                     --------------  --------------
      Net Cash Used In Investing Activities                                (73,327)         57,338
                                                                     --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in notes payable                                    (141,187)        103,202
  Proceeds from stock sale                                                 750,000          36,522
                                                                     --------------  --------------
      Net Cash Provided By Financing Activities                            608,813         139,724
                                                                     --------------  --------------

INCREASE IN CASH AND CASH EQUIVALENTS                                       (8,406)        (42,384)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                               84,921          49,647
                                                                     --------------  --------------

CASH AND CASH EQUIVALENTS - END OF YEAR                              $      76,515   $       7,263
---------------------------------------                              ==============  ==============

Cash paid during the year for:
  Interest                                                           $       7,350   $           -
                                                                     ==============  ==============
  Income taxes                                                       $           -   $           -
                                                                     ==============  ==============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        3
<PAGE>
                            TWISTEE TREAT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  MAY 31, 2000
                                  ------------

NOTE  1  -  BASIS  OF  PRESENTATION
-----------------------------------

The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally accepted accounting principles and the rules and
regulations  of  the  Securities  and  Exchange Commission for interim financial
information.  Accordingly, they do not include all the information necessary for
a  comprehensive  presentation  of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of
normal  recurring  adjustments)  have  been  made which are necessary for a fair
financial  statements  presentation.  The results for the interim period are not
necessarily  indicative  of  the  results  to  be  expected  for  the  year.

For further information, refer to the financial statements and footnotes for the
year ended November 30, 1999 included in the Company's Form 8-K/A filed April 6,
2000.

NOTE  2  -  INVENTORIES
-----------------------

Inventories  consist  of  ice  cream  machines  and  cone-shaped  buildings.
Inventories are stated at the lower of cost or market value, as determined using
the  first  in,  first  out  method.

NOTE  3  -  STOCK  ISSUANCES
----------------------------

During April 2000, the Company issued 200,000 shares of common stock with 50,000
shares  of common stock still to be issued as of May 31, 2000 to acquire 100% of
an  inactive  shell  company  (see  Note  5).

During  the three months ended May 31, 2000, the Company issued 8,810,000 shares
of  common  stock  for  proceeds  of  $750,000.

During the three months ended May 31, 2000, 50,000 common shares were issued for
services to a consultant.  The shares were valued at $6,250, based upon a recent
issuance  of  Twistee  Treat Corporation common stock sold pursuant to a private
placement.

NOTE  4  -  STOCK  EXCHANGE  AGREEMENT  AND  TERMINATION
--------------------------------------------------------

In  March  2000,  the  Company entered into an Agreement of Purchase and Sale of
Stock  (the  "Agreement")  as  amended, to acquire 20,000,000 common shares of a
publicly  held reporting company (the "party") in exchange for 20,000,000 shares
of  the  Company's  common stock.  Closing of the Agreement was to take place on
the later of (i) July 5, 2000 or (ii) the date the Company receives funds from a
source  arranged  by  the  party.  If financing did not occur by August 5, 2000,
then  the  Company  could  terminate the Agreement or seek other financing.  The
shares  of  both  parties  were  issued  into  escrow.


                                        4
<PAGE>
The  Agreement  was  subject  to  the Board of Directors approval and on June 9,
2000, the Board of Directors passed a resolution not approving the Agreement and
notified  the  party  that  it  was  terminating  the  Agreement.


NOTE  5  -  ACQUISITION
-----------------------

Effective  April 6, 2000, the Company acquired 100% of an inactive shell company
reporting  to  the  Securities  and  Exchange  Commission  under  the Securities
Exchange  Act  of  1934,  as amended.  The Company paid $120,000 as a consulting
expense  and 250,000 shares of its common stock.  The transaction was treated as
a  recapitalization  for  financial  accounting  purposes  and  the common stock
issuance  was recorded at par value with a charge to additional paid-in capital.

NOTE  6  -  SUBSEQUENT  EVENTS
------------------------------

(A)  ISSUANCE  OF  COMMON  STOCK
--------------------------------

     In June 2000, the Company issued 2,500,000 shares of common for proceeds of
     $50,000.

     In  June 2000, the Company issued 300,000 common shares to a consultant for
     services.  The  shares  were  valued at $6,000, the quoted trading price on
     the agreement  date.

(B)  PENDING  ACQUISITION
-------------------------

     The  Company  has entered into a letter of intent to acquire certain assets
     and  a building  from  an  unrelated  company.  As  of  the  date  of  this
     filing, the acquisition  agreements  have  not  been  finalized.


                                        5
<PAGE>