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 February 28, 2005

                                       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 Identification No.)
 incorporation or organization)


                 2983 Ravenswood Rd., Fort Lauderdale, FL 33312
                    (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 May 1,  2005,  7,077,795  shares  of  Common  Stock  of  the  issuer  were
outstanding.

                                      -1-
<PAGE>



                            TWISTEE TREAT CORPORATION
                                   FORM 10-QSB

                                      INDEX


                                     PART I



Item 1.     Financial Statements............................................  3

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



                                     PART II

Item 1.     Legal Proceedings............................................... 11

Item 6.     Exhibits and Reports on Form 8-K................................ 12

                       Signatures........................................... 13





                                      -2-
<PAGE>

Item 1.  FINANCIAL STATEMENTS FOR THE PERIOD ENDING FEBRUARY 28, 2005.

                            TWISTEE TREAT CORPORATION
                                  BALANCE SHEET
                                February 28, 2005

                                                              February 28,
                                                                  2005
                                                              -----------
ASSETS

Current assets
   Cash                                                       $      --
                                                              -----------

Total assets                                                  $      --
                                                              ===========

LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities
   Accounts payable and accrued expenses                      $   214,301
   Advances - shareholders                                         13,662
   Note payable - shareholders                                     20,000
                                                              -----------
Total current liabilities                                         247,963
                                                              -----------

STOCKHOLDER'S DEFICIT
   Preferred stock, $.0001 par value, 10,000,000 authorized
     no shares issued and outstanding                                --
   Common stock, $.0001 par value, 50,000,000 authorized
     7,077,795 shares issued and outstanding                          708
Additional paid in capital                                      3,885,327
Accumulated deficit                                            (4,033,998)
                                                              -----------
                                                                 (147,963)
Less: subscriptions receivable                                   (100,000)
                                                              -----------
Total stockholder's deficit                                      (247,963)
                                                              -----------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                   $      --
                                                              ===========


                 See accompanying notes to financial statements

                                      -3-
<PAGE>

                            TWISTEE TREAT CORPORATION
                             STATEMENTS OF EXPENSES
           Three Months Ended February 28, 2005 and February 29, 2004

                                                    Three Months Ended
                                                February 28,   February 29,
                                                    2005          2004
                                                -----------    -----------

General administrative and operating expenses   $     2,200    $    27,484
Consulting expense                                     --           20,000
Depreciation and amortization expense                  --            5,375
                                                -----------    -----------
Loss from operations                                 (2,200)       (52,859)

Interest expense                                     (1,340)        (1,340)
                                                -----------    -----------

Net income (loss)                               $    (3,540)   $   (54,199)
                                                ===========    ===========

Basic and diluted income (loss)                 $     (0.00)   $     (0.01)
per common share

Weighted average shares outstanding               7,077,795      5,841,531
                                                ===========    ===========


                See accompanying notes to financial statements


                                      -4-
<PAGE>
<TABLE>
<CAPTION>


                            TWISTEE TREAT CORPORATION
                            STATEMENTS OF CASH FLOWS
           Three Months Ended February 28, 2005 and February 29, 2004


                                                           Three Months Ended
                                                       February 28,   February 29,
                                                           2005           2004
                                                       -----------    -----------
<S>                                                    <C>            <C>
Cash flows from operating activities
  Net income (loss)                                    $    (3,540)   $   (54,199)
    Adjustments to reconcile net income to net cash
      used in operating ativities:
    Depreciation and amortization                             --            5,375
    Common stock and options for services                     --           30,000
  Changes in assets and liabilities
    Accounts payable and accrued expenses                    1,340          1,340
                                                       -----------    -----------
Net cash provided (used) in operating activities            (2,200)       (17,484)
                                                       -----------    -----------

Cash flows from financing activities
  Proceeds from shareholder advances                         2,200           --
  Proceeds from sale of common stock                          --           30,000
                                                       -----------    -----------
Net cash provided (used) by financing activities             2,200         30,000
                                                       -----------    -----------

Net increase (decrease) in cash and cash equivalents          --           12,516

Cash and cash equivalents at beginning of period              --            1,417
                                                       -----------    -----------

Cash and cash equivalents at end of period             $      --      $    13,933
                                                       ===========    ===========
</TABLE>

                See accompanying notes to financial statements

                                      -5-
<PAGE>

                            TWISTEE TREAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Basis of Presentation

The balance sheet of the Company as of February 28, 2005, the related statements
of operations for the three months ended February 28, 2005 and February 29, 2004
and the  statements  of cash flows for the three months ended  February 28, 2005
and February 29, 2004 included in the financial statements have been prepared by
the Company  without  audit.  In the  opinion of  management,  the  accompanying
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  months ended
February 28, 2005 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, 2004 Form 10-KSB.



                                      -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

Overview.

         Twistee Treat historically operated and franchised soft-serve ice cream
desserts and other related foods and beverages in its  proprietary,  cone-shaped
buildings and kiosks. Incorporated in Missouri in 1997, the Company re-domiciled
by merger  into a  Delaware  corporation  in June of 1999 with the name  Twistee
Treat Corporation.  On April 6, 2000, the Company purchased a publicly-reporting
Nevada  corporation,  Perfection Plus, Inc., as described more fully in our Form
8-K filed with the Securities  and Exchange  Commission on April 8, 2000, and as
subsequently amended.

         During the nine months ended February 28, 2005, the Company did not
have any direct  operations  and had three  inactive  franchises  and one active
franchise in Canada.  The company is not receiving any franchisee  revenues from
the Canadian franchisee pending the outcome of litigation with such entity, or a
possible  reorganization of the two entities as described below. The company has
no other source of revenues.

         The  company  does  not  presently  pay  compensation  to any  officer,
director or employee.  Minimal operating costs,  primarily related to accounting
and  registration,  are  currently  covered by loans or  advances  from  Twistee
Treat's principal officer or those charges are being deferred by the third party
providers.

PROPOSED REORGANIZATION

         In fiscal year 2004 and  continuing  through  the date of this  Report,
Twistee  Treat is  continuing in  reorganization  discussions  with its Canadian
franchisee,  Twistee Treat of Canada.  Approval of a plan of  reorganization  is
dependent  upon the  final  agreement  of a third  party  financing  source  and
ratification  by the Board of Twistee Treat.  It is anticipated  this commitment
and the planned  reorganization can be consummated within the next sixty (60) to
ninety (90) days, or it will likely be abandoned by the Board. If completed, the
proposal  would result in a  reorganization  of Twistee Treat  substantially  as
follows:

         1)  Substitution  of a new Board of Directors and officers as nominated
by Twistee Treat of Canada;

         2) Issuance of a controlling  sharehold  interest in the Company to the
existing shareholders of Twistee Treat of Canada;

                                      -7-
<PAGE>

         3)  Infusion of new capital an  intended  amount of  approximately  one
million dollars from an independent financing source;

         4) Settlement of all pending  lawsuits with Twistee Treat of Canada and
related parties and the initiation of an active integrated business;

         5) Adjustment and confirmation of all outstanding shares and options as
outlined below.


         In the event of consumation  of this  reorganization,  the  outstanding
shares and options would be held approximately as follows:

         o    Public Float, 1,820,067 shares
         o    Calder Investments, 3,757,730 shares
         o    George Levin, 2,500,000 shares
         o    HD Brous, 1,000,000 shares
         o    James Tilton, 2,800,000 shares*
         o    Steve Levin, 2,800,000 shares*
         o    Capitallink, LC, 200,000 shares
         o    Underwriting Shares, 11,500,000 shares
         o    Twistee-C Shareholders, 10,000,000 shares

* Subject to possible  adjustment of option rights from the current  options for
three million (3,000,000) shares each at closing.

RESULTS OF OPERATIONS

            Three months ended  February 28, 2005 compared to three months ended
February 29, 2004:

         There were no net sales or revenues for the three months ended February
28,  2005  and  2004,   respectively.   The  Company  is  pursuing  a  strategic
reorganization  as  described  above;  and, if not  successful,  will attempt to
pursue  other  merger or  reorganization  opportunities.  Absent an  infusion of
capital and/or  reorganization,  the company has no present alternative means of
generating revenues.

            Operating  expenses  for the three  months  ended  February 28, 2005
decreased by $50,659 to $2,200 from $52,859 for the corresponding  period
of the prior year.  The decrease is  attributable  to the Company not having any
write off of remaining fixed assets during the period and operating on a minimal
basis as an inactive company.



                                      -8-
<PAGE>

            Net loss for the three months ended  February 28, 2005  decreased by
$50,659 to a loss of $3,540 from a loss of $54,199 for the corresponding  period
of the  prior  year.  For the three  months  ended  February,  2005 and 2004 the
Company did not record a tax benefit.


LIQUIDITY AND CAPITAL RESOURCES

         At February 28, 2005,  Twistee  Treat had negative  working  capital of
$247,796 compared to negative working capital of $244,423 at November 30, 2004.

         Cash shortfall provided from operating  activities  decreased to $3,540
at February 28, 2005 from $106,469 at November 30, 2004.

         The Company has no credit line or other bank debt and has, in the past,
generated cash from the sale of its common stock or operations.

         At  February  28,  2005,  the Company  had a  stockholders'  deficit of
$247,963,  an increase of  approximately  $3,500 from $244,423 of  stockholders'
deficit existing at November 30, 2004.

         As reflected  in the included  unaudited  financial  statements  and at
February 28, 2005, the Company has a working  capital  deficit of $247,963 and a
net loss from operations of $2,200 for the three months ended February 28, 2005.
The Company presently has no revenues.

         The ability of the Company to continue as a going  concern is dependent
upon its ability to raise additional  capital and implement a business plan. The
Company  anticipates  issuing additional debt and equity securities.  Management
believes  that if the  company is not able to obtain  additional  capital,  or a
reorganization with an active business entity, it will not be able to recommence
operations.

                                      -9-
<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS AND RISK FACTORS:

            No present  activity:  The  company is not  presently  active and is
devoting  limited  resources  primarily  obtained  from  advances of its current
management to retain its status as an inactive public  company.  No assurance or
warranty is made that the company can continue in this  status.  For the company
to engage in any future business activities will require infusion of new capital
and/or a reorganization with an active entity.

            Dependence Upon External Financing:  The Company has ceased building
its business  through  revenues  generated from  operations.  The ability of the
Company to continue is highly dependent upon the ability of the Company 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 or to  implement a
business plan.

            Reliance  on Key  Management:  The  success of the  Company has been
dependent  upon the  continued  services of James A. Tilton,  its  President and
Chief Financial Officer,  who is the primary person responsible for building the
Company's renewed franchises, regional development and licensing business. If he
were to leave the Company,  it could have a materially  adverse  effect upon the
business and operations of the Company.

CRITICAL ACCOUNTING POLICIES

         Our discussion  and analysis of our financial  condition and results of
operations is based upon our  unaudited  financial  statements,  which have been
prepared in accordance  with  accounting  principals  generally  accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and  expenses,  and related  disclosure  of any  contingent  assets and
liabilities.  On an on-going basis,  we evaluate our estimates,  including those
related to  uncollectible  receivable,  investment  values,  income  taxes,  the
recapitalization and contingencies. We base our estimates on various assumptions
that we believe to be reasonable under the  circumstances,  the results of which
form the  basis for  making  judgments  about  carrying  values  of  assets  and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

         We believe the following critical  accounting  policies affect our more
significant  judgments and estimates  used in the  preparation  of our financial
statements:

                                      -10-
<PAGE>

Impairment of Long-Lived Assets

         Property   and   equipment   are   stated  at  cost  less   accumulated
depreciation.   Major  renewals  and   improvements   are   capitalized;   minor
replacements,  maintenance  and  repairs  are  charged  to  current  operations.
Depreciation is computed by applying the straight-line method over the estimated
useful lives of machinery and equipment (10 years). Twistee performs reviews for
the impairment of long-lived  assets whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.


OTHER INFORMATION

ITEM 1: Legal Proceedings

         Twistee  Treat had a dispute with a law firm  regarding  past due fees.
The law firm  Feldhake,  August & Roquemore LLP received a default  judgment for
$16,349.94  composed of  principal  and interest on May 28, 2002 in the Superior
Court of  California,  County of Orange  styled as case  number  01HL04797.  The
company  does not  believe  such  judgment  will  impair  its  ability to obtain
financing,  but  will  constitute  a cost  to be  paid in the  event  of  future
financing or reorganization.

         Twistee  Treat  filed a lawsuit on  February  5, 2003  against  3866955
Canada Inc., Liptok,  Inc., Twistee Treat Canada,  3585468 Canada,  Inc., Andrew
Evans and Twisters Ice Cream in the United States District Court in the Southern
District of Florida  styled as cause number  03-60168.  The Company is seeking a
declaratory judgment with respect to the sole and exclusive right to a trademark
and a service  mark  relating to a building  design.  Among the other  causes of
action  brought by the  Company  include  the  following:  falsity  and fraud in
trademark  application;  federal  trademark  infringement;  trade  infringement;
unfair competition and false designation of origin; common law trademark,  trade
name infringement and unfair competition;  and domain infringement.  The Company
is currently  negotiating a potential  reorganization with this franchisee which
would obviate and discharge this litigation, if completed. See above description
of  Proposed  Reorganization.  If not  successful  in such  reorganization,  the
lawsuit  constitutes  a material cost to the company and may deprive the company
of any potential revenues from this franchisee so long as pending.


ITEM 3.  CONTROLS AND PROCEDURES

         Our  principal   executive  officer  and  principal  financial  officer
evaluated the  effectiveness  of our  disclosure  controls and procedures as (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended) as of the end of the period  covered by this
report. Based on this evaluation,  our principal executive officer and principal
financial  officer have concluded that our controls and procedures are effective


                                      -11-
<PAGE>

in providing  reasonable assurance that the information required to be disclosed
in this  report is  accurate  and  complete  and has been  recorded,  processed,
summarized  and  reported  as of the end of the period  covered by this  report.
During  the  fiscal  quarter  covered  by this  report,  there have not been any
significant  changes in our  internal  controls or, to our  knowledge,  in other
factors that could significantly affect our internal controls.


                          PART II - OTHER INFORMATION

Item 2.  Changes In Securities

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

Exhibit No.     Description
-----------     -----------

31.1            Certificate of the Chief Executive  Officer pursuant Section 302
                of the Sarbanes-Oxley Act of 2002 *

32.1            Certificate of the Chief Executive  Officer  pursuant to Section
                906 of the Sarbanes-Oxley Act of 2002 *

* Filed Herein.

b) REPORTS ON FORM 8-K

None


                                      -12-
<PAGE>



SIGNATURES

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

TWISTEE TREAT CORPORATION

Dated: May 13, 2005



By:  /s/ JAMES A. TILTON
----------------------------------
James A. Tilton
President and Chief Financial Officer


                                      -13-