UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

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

FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2002

OR

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

FOR THE TRANSITION PERIOD   FROM             TO
                                 ----------     ----------

COMMISSION FILE NUMBER 294339

                               TWISTEE TREAT CORPORATION
                        --------------------------------
                 (Name of Small Business Issuer in Its charter)

                      Delaware                                    43-1796135
             ------------------------                         ------------------
         (State or Other Jurisdiction of                        (I.R.S. Employer
         Incorporation or Organization)                   Identification Number)

                  710 W. 24th Street
              Kansas City, Missouri                                   64108
             ------------------------                         ------------------
     (Address of Principal Executive Offices)                       (Zip Code)

                                (877) 667-9377
                   -------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001

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)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  [X]  No  [ ]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [ ]

<PAGE>

State issuer's revenues for its most recent fiscal year.  $0

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average bid and asked prices of such common equity, as of a
specified  date  within  the  past  60  days.  $317,107

  3,007,795 Shares of Common Stock, par value $.001 Outstanding as of March 17,
                                      2003

<PAGE>

                            TWISTEE TREAT CORPORATION
                                    FORM 10-K
                      FOR THE YEAR ENDED NOVEMBER 30, 2002

Table of Contents

PART I

Item 1.  BUSINESS                                                              4

Item 2.  PROPERTIES                                                            7

Item 3.  LEGAL PROCEEDINGS                                                     8

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   8


PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 8

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                                           10

Item 7.  FINANCIAL STATEMENTS                                                 14

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE                                           14


PART III

Item 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                   15

Item 10.  EXECUTIVE COMPENSATION                                              17

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT                                                                17

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      17

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K                                    18

Item 14.  CONTROLS AND PROCEDURES                                             18

<PAGE>

PART I

CAUTIONARY  STATEMENT.  Statements  contained  herein  that  are  not  based  on
historical  fact,  including without limitation, statements containing the words
"believes,"  "may,"  "will,"  "estimate,"  "continue," "anticipates," "intends,"
"expects"  and words of similar import, constitute "forward-looking statements."

Such  forward-looking  statements involve known and unknown risks, uncertainties
and  other  factors  that may cause actual results, events or developments to be
materially  different  from any future results, events or developments expressed
or  implied  by  such  forward-looking  statements.  Such factors include, among
others,  the  following:  the  Twistee  Treat  Corporation business concept; our
ability  to attract capital for development; liability and other claims asserted
against us; our need for a strategic partner to pursue our business concept; and
other  factors  referenced  in  our  filings  with  the  Securities and Exchange
Commission.

GIVEN THESE UNCERTAINTIES, READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
SUCH FORWARD-LOOKING STATEMENTS.

We disclaim any obligation to update information concerning any such factors or
to publicly announce the result of any revisions to any of the forward-looking
statements contained in this report to  reflect future  results, events or
developments.

ITEM  1:  THE  BUSINESS  OF  TWISTEE  TREAT  CORPORATION

GENERAL

     Twistee  Treat  (the  "Company")  was incorporated in Missouri on April 27,
1995  and  redomiciled  in  Delaware  in  June 1997.  The original Twistee Treat
Corporation  was  formed  in  the  early  1980's as a Colorado corporation doing
business primarily in Florida.  By the mid 1980's it had opened approximately 35
company  stores, but no franchise units.  The original Twistee Treat Corporation
utilized  proprietary  cone-shaped  buildings  to sell its products and obtained
certain  federal  and state patents, trademarks and service marks  in connection
with  its  business.  In  1989,  Twistee  Treat's  original  founder retired and
Twistee  Treat  filed  for  bankruptcy protection (U.S. Bankruptcy Court, Middle
District  of  Florida,  Ft.  Myers Division, Case No. 89-4700-9P1). On August 6,
1990,  Andrew  Brennan,  a  founder  and former principal stockholder of Twistee
Treat,  purchased  the assets of the original Twistee Treat Corporation from the
Bankruptcy  Court,  including  its  patent,  trademark  and service mark rights.
Subsequently,  Mr.  Brennan  sold  50%  of  his  interests in such assets to Don
Matthews,  owner  of  Soft Serve System, Inc., a Missouri corporation.  In 1996,
Messrs.  Matthews  and  Wells formed the Company, with Mr. Matthews contributing
his 50% of the assets obtained from the original  Twistee Treat Corporation.  On
May  6,  1997,  Mr.  Brennan  sold to us his 50% interest in the assets obtained
from  the  original  Twistee  Treat  Corporation.



<PAGE>

     During  our  fiscal  year  2000, we continued to develop our business plan,
franchise  program,  franchise circular and operating manual, as well as operate
three  pilot  stores,  and  open  and test two kiosk pilot units.  We closed our
three  test  pilot  stores  and closed the two kiosk units for several months in
order  to evaluate the information obtained during such test periods and to make
adjustments  to  menus, equipment and operating procedures.  We then refurbished
the  three  pilot  stores,  changed  the menus, ordered additional equipment and
reopened  two of them: one in Eustis, Florida and one in Branson West, Missouri.
Twistee  Treat sold the Branson West store as a franchise store to Danny Hammond
LLP.  Mr. Hammond also became a Regional Developer for  Branson and Springfield,
Missouri.  Twistee  Treat's Eustis, Florida store became a franchise store also.
Twistee  Treat licensed the rights in Canada to a group who collectively have 37
years  of  experience  in  the  ice cream franchise business with Good Humor and
Breyers  Ice  Cream. One of the principals of our Canadian franchisee previously
owned  5  franchises,  and  became  regional  franchise  manager and another was
national  operations  manager  responsible for product distribution and sales in
support  of  300  distribution  units across Canada.  The group opened its first
Twistee  Treat  store  in  July  2000,  and  has since opened an additional four
franchise  stores.

     Twistee  Treat  signed a co-branding agreement with Gourmet's Choice Coffee
Company,  Inc.,  and opened a first co-branded store in Warrensburg, Missouri on
February  21,  2000  which  agreement  was  later  rescinded.

     We  have  had  limited  operations  resulting  in limited revenue. During
fiscal  year  2001,  the  Company  entered  into  an agreement with HD Brous, an
investment  banking  firm, to develop business concepts and expand the Company's
business.  The  Company  pursued  acquiring  at least 10 of the existing Twistee
Treat  stores.  However,  HD  Brous did not move forward with the Company due to
market  conditions.  Therefore,  the  Company  has had to refocus its direction.

     On  July  29,  2002, Twistee Treat entered into a settlement agreement with
its  former  President,  Steven  Wells.  Twistee  Treat  agreed to pay Mr. Wells
$25,000 in cash and Mr. Wells agreed to cancel the 3,500,000 shares of preferred
stock  previously  issued,  resigned  as  an  officer and director, canceled and
terminated  a  security  agreement,  returned 125,000 shares of common stock for
cancellation  as  well as an option to acquire 250,000 shares of common stock at
$0.20  per  share,  and  release  all  claims  against  Twistee  Treat.


     In  September  2002, the Company entered into an agreement with Capitalink,
L.C.  which  provided  that  Capitalink would provide the Company with financial
advisory  Services  and investment banking services in consideration for 125,000
post  split  shares  of  Company  common  stock.

     As  of  November  30,  2002, the Company had three inactive franchises. The
Company has no existing operations and is pursuing a strategic partner to assist
it  in developing the Twistee Treat concept. The Company conducted no operations
during  the  fiscal year ended November 30, 2002 and is currently in discussions
with  potential  partners  to  pursue  its  business  strategy.

     Twistee  Treat  currently  has  no  operations  but  is seeking a strategic
partner  to  assist  it  in  developing  the  Twistee  Treat  concept.

Recent Developments.

     On  November  11, 2002, the Board of Directors authorized a 10 to 1 reverse
stock  split  of  Twistee  Treat's  common  stock.

ITEM  2:  PROPERTIES

     Our  principal executive offices are located at 710 W. 24th Street, Kansas
City,  Missouri, which  is  the  office  space  of Gourmet Coffee, of which our
officers  are  affiliated.  The Company does not pay any rent for use of such
facilities, and such lease is a verbal agreement on a month to month basis.
The assets of Twistee Treat are located in a 10,000 square foot warehouse
in Missouri where the Company pays $1,000 a month on a month to month basis.

<PAGE>

ITEM  3:  LEGAL  PROCEEDINGS

     Except  as  disclosed  below,  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.

     Twistee Treat was named as a defendant in a collections lawsuit filed by an
individual  in  the amount of $10,000.  In response, Twistee Treat filed a third
party complaint against the individual for various fraudulent transactions.  The
case  was  settled  and  Twistee  Treat  paid  $7,500.

     The Company has 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  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 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 dress infringement; unfair competition and
false  designation  of origin; common law trademark, trade name infringement and
unfair  competition;  and  domain  infringement.

ITEM  4:  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None.

PART  II

ITEM  5:  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock is traded in the Over-the-Counter market and was quoted on
the electronic Bulletin Board under the symbol "TWTE" prior to the reverse stock
split at which time the symbol became "TSEE". The following table represents the
range  of  the  high  and  low bid prices of our stock as reported by the NASDAQ
Trading  and  Market  Services  for  each fiscal quarter for the last two fiscal
years  ending  November  30,  2001,  and  2002,  respectively.  These quotations
represent  prices between dealers, may not include retail markups, markdowns, or
commissions,  and  may  not  necessarily  represent  actual  transactions.

<PAGE>

Year          Quarter          High          Low

2001          First  Quarter   $.20          $.07
              Second  Quarter  $.16          $.03
              Third  Quarter   $.033         $.01
              Fourth  Quarter  $.016         $.006

2002          First  Quarter   $.23          $.06
              Second  Quarter  $.12          $.09
              Third  Quarter   $.13          $.07
              Fourth  Quarter  $.25          $.031

     Twistee  Treat  has  authorized  a total of 50,000,000 shares of its Common
Stock,  $0.001  par value per share.  As of November 30, 2002, we had a total of
3,007,795  shares  of  our  Common  Stock  issued and outstanding.  We have also
authorized  10,000,000  shares of preferred stock, $0.001 par value, and none of
them are outstanding. Management has the right to control 68% of our outstanding
shares.  We have 6,000,000 common shares subject to options to  purchase shares
at  a  price  of  $.03  per share at any time until their expiration in November
2003.  In  addition  there  are  91,000  common  shares  subject  to warrants to
purchase  shares  at  a  price of $.075 per share which expire in December 2007.

Dividends.

     We  have  not  declared dividends on our common stock and do not anticipate
paying  dividends  on  our  common  stock  in  the  foreseeable  future.

Private  Equity  Transactions.

     On  November  11, 2002, the Board of Directors authorized a 10 to 1 reverse
stock  split  of  Twistee  Treat's  common  stock.

     In  September  2002, the Company entered into an agreement with Capitalink,
L.C.  to  Provide financial advisory services and investment banking services in
consideration  for  the  issuance  of  125,000  shares  of Company common stock.

     On  July  29,  2002, Twistee Treat entered into a settlement agreement with
its  former  President,  Steven  Wells.  Twistee  Treat  agreed to pay Mr. Wells
$25,000 in cash and Mr. Wells agreed to cancel the 3,500,000 shares of preferred
stock  previously  issued,  resigned  as  an  officer and director, canceled and
terminated  a  security  agreement,  returned 125,000 shares of common stock for
cancellation  as  well as an option to acquire 250,000 shares of common stock at
$0.20  per  share,  and  release  all  claims  against  Twistee  Treat.

     During  the  year  ended  November 30, 2002, Twistee Treat issued 1,110,000
shares  of  common  stock  for  cash  of  $111,000  or  $0.10  per  share.

     In  March  2001,  Twistee  Treat  issued  63,800 shares of common stock for
consulting  services  having  a  fair  value  of  $64,386.

     In  March 2000, Twistee Treat offered subscriptions pursuant to Rule 504 of
Regulation D of the Securities Act of 1933, as amended, of 800,000 (post reverse
split)  shares  of  common stock to accredited investors. The purchase price was
$1.25  (post  reverse  split) per share. As of March 31, 2000, subscriptions for
800,000  shares  totaling  $1,000,000  were received at which time the offer was
closed.  As  of November 30, 2002, Twistee Treat has received cash consideration
of  $900,000  for  the  common  stock  subscribed.

<PAGE>

     On  November 20, 2000, Steve Wells sold 127,500 shares of Twistee Treat's
common  stock  to  James  Tilton.  Mr.  Wells  decided to transfer the shares to
induce  Mr.  Tilton  to become CFO of Twistee Treat.  Mr. Wells did not want the
shareholders  of Twistee Treat to experience any further dilution, and therefore
sold  his personally owned shares of stock rather than stock through an issuance
from  Twistee  Treat.



ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

CAUTIONARY  STATEMENT. Statements contained or incorporated by reference in this
document that are not based on historical fact are "forward-looking statements."
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.

Overview.

     Twistee  Treat operated and franchised 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, we
redomiciled  by merger into a Delaware corporation in June of 1999 with the name
Twistee Treat Corporation.  On April 6, 2000, we 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.  In  1998,  Stephen  Wells, formerly the president of our
largest  franchisee (Twistee Treat of the Southeast, Inc.), became our President
and Chief Executive Officer.  Mr. Wells continued the  testing program, begun in
1999,  of  our "Express Grill" unit, a full-service  restaurant loosely based on
the  design  of  the  Brazier units operating by "Dairy Queen."  During the year
ended  November  30,  2002,  the  Company  did not have any operations and as of
November  30,  2002,  it  had  three  inactive  franchises.

Net  Sales.

     Our  net  sales  are historically derived from two separate sources, namely
(1)  the  sale  of  ice  cream  products  at  retail through our corporate-owned
locations  and  to  existing  franchisees  of Twistee Treat, and (2) the sale of
licensing,  regional  development and franchise rights to third parties desiring
to  own  and  operate  individual Twistee Treat franchises or to develop larger,
regional  franchise  areas.

     There  were  no  net  sales  during  the year ended November 30, 2002.  The
Company is focusing on establishing relationships with a strategic partner to
pursue the Twistee Treat business concept.  For the fiscal  year  ended November
30, 2002, our net sales were $0 compared to $11,190 for  the  same  period ended
 November 30, 2001.  This resulted in a  decrease in net  sales  of  $11,190.

<PAGE>

Cost  of  Sales.

Cost of sales were $0 for the year ended November 30, 2002 as compared to $9,532
for  the  year  ended November 30, 2001.  The decrease of $9,532 occurred due to
the  reason  discussed  above.

Gross  Profit  (Loss).

We  generated  a loss of $0 for the fiscal year ended November 30, 2002 compared
to  a profit of $1,658 for the fiscal year ended November 30, 2001. The decrease
of  our  gross  profit  by  $1,658  is  attributable  to  our  lack  of  sales.

Operating  Expenses.

     Operating  expenses  for  the  fiscal  year ended November 30, 2002 equaled
($180,869)  as compared to $752,522 for the same period ended November 30, 2001.
The  decrease  in  operating  expenses  is  primarily  due to the inclusion of a
($246,386)  gain  on settlement resulting from our settlement agreement with our
former  president  and the cancellation of other obligations that had no support
and  that have not been pursued by debtors for ($177,114), as well as a decrease
in payroll and contractual compensation by $211,198, legal and professional fees
by  $44,084  or  62.3%, and an impairment of $235,890 of the value of its assets
due  to  the decreased operations reported for the year ended November 30, 2001.
Other  general  and  administrative  expenses incurred by us for the fiscal year
ended November 30, 2002 were $93,133 as compared to $0 for the fiscal year ended
November  30,  2001.  This  represented  an increase of $93,133 over general and
administrative expenses we incurred for the period ended November 30, 2001.  Our
consulting  fees  were  $95,000  for  the fiscal year ended November 30, 2002 as
compared  to  $85,071 for the year ended November 30, 2001.  This resulted in an
increase of $9,929.  As a result of our operating expenses, we experienced total
income  from operations of $180,869 for the fiscal year ended November 30, 2002,
compared  to  a total loss from operations ($750,864) for fiscal year 2001.  The
largest  factor  attributable  to  the  decrease in loss from operations was the
inclusion  of  a  ($423,500)  gain  on  settlement.

<PAGE>

Net  Loss  Per  Share.

Twistee Treat's net income per common share and equivalence -- basic and diluted
for  the  fiscal year ended November 30, 2002 equaled $.07 per share compared to
net  loss  per  common  share  for  the  year ended November 30, 2001 of ($.38).

Liquidity  and  Capital  Resources.

     As  of  November  30,  2002,  we  had  cash  of  $15,962.  Net cash used in
operations  in  fiscal  year  2002 was $115,214, a decrease of 27% from $156,799
(representing  the  amount of net cash used in operations during the same period
in  2001).  Non-cash  adjustments  for fiscal year 2002 primarily consisted of a
gain  on  settlement  of  $423,500 and $90,000 from options issued for services.

     Our  debt  structure  includes  total  current  liabilities  of $215,369 at
November  30,  2002.

     Cash  flows from financing activities by Twistee Treat totaled $128,854 for
the  fiscal year ended November 30, 2002, consisting of payments of note payable
of  ($57,146)  and  proceeds  from  the  sale  of  common  stock  of  $186,000.

     Twistee Treat has no credit line or other bank debt, and has generated cash
for  its  operations from the sale of our common stock, $.0001 par value.  As of
November  30,  2002,  the Company has an accumulated deficit of  $3,755,192.  We
require  equity or debt financing to restart our operations.  To the extent that
we cannot obtain such financing on terms that we would consider favorable, or at
all,  it  could  have  a  materially  adverse  impact  on  our  ability  to have
operations,  if at all, and take advantage of the opportunities we would like to
develop  during  fiscal year 2003 and beyond.  There can be no assurance that we
will be able successfully to raise the cash proceeds we require to implement our
business  plan  as  currently  envisioned.

<PAGE>

Risk  Factors.

     Substantial  Doubt  about Company's Ability to Continue as a Going Concern.
Malone  &  Bailey,  PLCC, the Company's auditor, have issued an opinion that the
current  conditions  raise  substantial  doubt  about  the  Company's ability to
continue as a going concern. The Company requires working capital to restart its
operations and pursue a business strategy. In the event the Company is unable to
raise  capital  it  will  be  forced  to  curtail operations and it may cease to
perform  any  business.

     Reliance  on  Finding  Suitable Strategic Partner. It is imperative that we
find  a suitable strategic partner to move forward with our business concept. In
the  event  a  suitable strategic partner is not located, it is unlikely that we
will pursue our business concept and an investment in our Company will likely be
worthless.

     Dependence Upon External Financing.  It is imperative that we raise capital
to  stay  in  business.  If we are unable to obtain debt and/or equity financing
upon terms that our management deems sufficiently favorable, or at all, it would
have  a materially adverse impact upon our ability to restart operations, or to
implement  our  business  plan  as  we  envision  it today.


ITEM  7:  FINANCIAL  STATEMENTS

     The audited financial statements, together with the independent accountants
report  thereon  of  Malone  &  Bailey,  PLLC  appears  herein.  See  financial
statements  beginning  on  pages  F-1  of  this  report.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

     On  July  11,  2001,  Weinburg  & Company, P.A. resigned as our independent
accountants.  The  audit  report  of Weinburg & Company, P.A. for the year ended
November  30,  2000  contained  an  unqualified  opinion  with  a  going concern
uncertainty  explanatory  paragraph  because of Weinburg & Company, P.A.'s doubt
about  our  ability  to continue as a going concern based on our difficulties in
meeting  our  financial  needs,  our  recurring  losses  from operations and our
negative  working  capital.  The  audit reports of  Weinburg & Company, P.A. for
the  past  two years did not  contain any other  adverse  opinion  or disclaimer
of  opinion,  or qualification or modification as to uncertainty, audit scope or
accounting  principals.

     During our two most recent fiscal years and the interim period through July
11,  2001 we did not have any disagreements with Weinburg & Company, P.A. on any
matter  of accounting principals or practices, financial statement disclosure or
auditing  scope  or  procedure.

     We  appointed  Malone & Bailey, PLLC, as our new independent accountants on
July 11, 2001.  We have not consulted Malone & Bailey, PLLC at any time prior to
their  appointment concerning either the application of accounting principals to
a  specific  completed  or contemplated transaction or the type of audit opinion
that  might  be  rendered  on  our  financial  statements.

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

     The  names,  ages  and positions of the directors and executive officers of
Twistee  Treat  are set forth below.  Biographical information for each of these
persons  is  also  presented below.  Our executive officers are appointed by our
Board  of  Directors  and  serve  at  its  discretion.

<PAGE>

Directors  and  Officers.

Name               Age     Position  Held
----               ---     --------------
Steven  Levin      37      Chief  Executive  Officer  and  Director
James  Tilton      41      President,  Chief  Financial  Officer,
                           Secretary, and  Director
Gordon  Wilson     60      Director

Steven Levin was appointed President and Director in July 2002.  From 1999
through 2002, Mr. Levin served as a private consultant to various companies
specializing in restructuring and start-up companies   From 1997 through 1999,
Mr. Levin served as Executive Vice President for Mikron Instrument Company,
ISO 9001 (NASDAQ-MIKR) Oakland, New Jersey, a manufacturer and marketer of
infrared non-contact temperature measuring equipment and thermal imagers.
Mr. Levin graduated in 1988 from the University of Miami with a Bachelor of
Business Administration and a minor in Finance.

James  Tilton  was  appointed  as  a  Director in November 2000.  Mr. Tilton has
extensive  business and marketing experience in the Far East and has worked with
his  wife,  Jane  Zheng, in partnership with Metallic Building Company("MBC"), a
subsidiary  of  NCI  Building  Systems,  to  market  its pre-engineered building
materials  in  the  People's  Republic of China ("PRC") since 1992. For the last
five  years,  he  and  Jane Zheng have assisted Star Brite, a division of Oceans
Bio-Tech,  in  establishing  a  sales  distribution  system  in  the PRC for its
Chemical  products.  Mr. Tilton is also a director of Tianrong Building Material
Holdings,  Ltd.,  a  Utah  corporation.

Gordon Wilson was appointed a director of the company in 2002. Mr. Wilson has
been a successful senior executive, team leader and trouble shooter having set
up, developed and turned around UK and International trading operations for
major banking, financial services and trading groups in East and Western Europe,
Middle East, Africa and North America. He presently is a director of a number of
UK companies including Wilton Corporate Finance a member of the WiltonGroup.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the securities  Exchange Act of 1934, as amended,
requires the Company's  directors,  executive officers and persons
who own more than 10% of a class of the Company's equity securities
which are registered under the Exchange Act to file with the
Securities  and  Exchange  Commission  initial  reports of
ownership  and reports of changes of  ownership of such  registered
securities.  Such executive  officers,  directors and greater than
10% beneficial  owners are required by  Commission  regulation  to
furnish  the Company  with copies of all Section 16(a) forms filed
by such reporting persons.

To the Company's  knowledge,  no person  required  to file such
Reports, has made the required filings.


ITEM  10.  EXECUTIVE  COMPENSATION

The  following  table  is a summary of annual compensation paid to the Company's
executives  during  the  three  fiscal  years  ended  November  30,  2002.

Name  and  Principal                                           Other  Annual
Position                    Year     Salary          Bonus     Allowance(1)
--------                    ----     ------          -----     ------------
Steven  Levin               2002     $120,000(2)
Chief  Executive  Officer
Stephen  Wells              2002     $25,000
President                   2001     $150,000(3)     None           -
                            2000     $150,000(4)     None           -

(1)  The  named executive officers did not receive perquisites or other benefits
valued  in  excess  of  10%  of  the  total  reported  annual  salary and bonus.
(2)  Mr. Levin was issued options to purchase 3,000,000 shares at $.03 per share
which  expire  in  November  2003  which  were  valued  at  $90,000.
(3)  We  accrued  $130,000  for  Mr.  Wells  through November 30, 2001 which was
extinguished  as  part  of  a  settlement  agreement.
(4)  We  have  accrued $62,000 for Mr. Wells through November 30, 2000 which was
extinguished  as  part  of  a  settlement  agreement.

     In  November 2002, we granted 3,000,000 options to each of Steven Levin and
James  Tilton  with an exercise price of $.03 per share which expire in November
2003.  These options were valued at $90,000 to each of Messrs. Levin and Tilton.


<PAGE>

EMPLOYMENT  AGREEMENTS

Effective January 1, 1999, the Company entered into an employment agreement with
Stephen  Wells, our former President and Chief Executive Officer, for five years
at  an  annual  salary  of  $90,000,  $150,000, $150,000, $175,000 and $175,000,
respectively.  The  Company  entered  into  a  settlement  agreement  and mutual
release  with Mr. Wells whereby all obligations owed to Mr. Wells were cancelled
and  the  Company  paid  Mr.  Wells  $25,000. There are no employment contracts.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table sets forth, as of November 30, 2002, information regarding
the  beneficial  ownership  of shares of Common Stock by each person known by us
to  own  five percent or more of the outstanding shares of Common Stock, by each
of  our Officers, by each of our Directors, and by our Officers and Directors as
a group.  On November 30, 2002 there were3,007,795 shares issued and outstanding
of  record.

NAME  AND  ADDRESS  OF     SHARES  OF        PERCENTAGE  AS  OF
BENEFICIAL OWNERS          COMMON STOCK      NOVEMBER  30,  2001
------------------        -------------     -------------------
James  Tilton  (1)(2)         3,125,000                   52.0%
Steven  Levin  (1)(2)         3,000,000                   50.0%
Gordon  Wilson                       -                        *
Andrew  Bennan                  162,480                    5.4%
Korkor  Holdings  LLC           164,000                    5.5%
All  Executive  Officers  and  Directors
As  a  group  (3  persons)    6,125,000                   68.0%

*     Less  than  one  percent
(1)     The  business  address  of each individual is the same as the address of
the  Company's  principal  executive  offices.
(2)     Includes  3,000,000 exercisable options at an exercise price of $.03 per
share  which  expire  in  November  2003.

ITEM  12.  CERTAIN  PARTIES  AND  RELATED  TRANSACTIONS.

     In  June  2000,  the Company issued 250,000 shares of common stock for cash
proceeds  of $50,000 and consulting services rendered having a fair market value
of  $262,500  to  Stephen Wells, our Chief Executive Officer and President.  The
fair  value  of  the  shares issued for consulting services was determined based
upon  the  fair  value  of  the  shares  at  the  issuance  date.

     Stephen Wells, our former Chief Executive Officer and President, has loaned
the  Company  funds  on several occasions.  One loan in the amount of $4,363 was
non-interest  bearing  and had been in default since June 2000.  Another loan in
the  amount  of  $27,000  bore interest at 12% and was due in February 2002.  In
connection  with the settlement agreement entered into with Mr. Wells, Mr. Wells
returned  125,000  shares  of  his common stock and an option to acquire 250,000
shares  of  common  stock  at  $.02  per  share  to  the Company and the Company
extinguished  all  debts  owed  to  Mr.  Wells  in  consideration  for  $25,000.
Accordingly,  Twistee  Treat  reversed his accrued salary and reversed two notes
payable.

<PAGE>

     James Tilton, our Chief Financial Officer and Secretary, loaned the Company
$26,000  evidenced by a note bearing interest at 12% due in March 2002, of which
the  Company  has  repaid  $6,000  as  of  the  date  of  this  report.

     Howard  Hochrad,  our  former  Vice-President,  loaned  the Company $39,547
evidenced  by  a  note bearing interest at 9% which is in default and was due in
September  2001.  The  Company  does  not  treat  this  note  as  outstanding.

     In May 2002, Stephen Wells our former Chief Executive Officer and President
acquired  our  preferred  stock.  In connection with a settlement agreement with
the  Company,  the  preferred  stock  was  cancelled.

     In  November 2002, we granted 3,000,000 options to each of Steven Levin and
James  Tilton  with an exercise price of $.03 per share which expire in November
2003.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

A.  Financial  Statements

PAGE        INDEPENDENT  AUDITORS'  REPORT                                   F-1

PAGE        BALANCE  SHEET  AS  OF  NOVEMBER  30,  2001                      F-2

PAGE        STATEMENTS  OF  OPERATIONS  FOR  THE  YEARS  ENDED
                   NOVEMBER  30,  2001  AND  2000                            F-3

PAGE        STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY
                  FOR  THE  YEARS  ENDED  NOVEMBER  30,  2001  AND  2000     F-4

PAGES     STATEMENTS  OF  CASH  FLOWS  FOR  THE  YEARS  ENDED
                  NOVEMBER  30,  2001  AND  2000                             F-5

PAGES     NOTES  TO  FINANCIAL  STATEMENTS                                   F-6

B.  Exhibits

10.1     Settlement  Agreement
10.2     First  Amendment  to  Settlement  Agreement
99.1     Certification  of  Chief  Executive Officer and Chief Financial Officer
Pursuant  to  18  U.S.C.  Section  1350

<PAGE>

C.  Reports  on  Form  8-K

We  filed  a  current  year  report  on  Form  8-K on May 8, 2002relating to the
issuance  of  super  voting  preferred  stock to Stephen Wells, our former Chief
Executive  Officer.  Such  transaction  was rescinded and no shares of preferred
stock  are  outstanding.

ITEM  14.  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

     (a)  Evaluation  of  disclosure  controls  and  procedures.  Our  principal
executive  officer,  after  evaluating  the  effectiveness  of  the  Company's
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of  1934  Rules  13a-14(c)  and 15-d-14(c)) as of a date (the "Evaluation Date")
within  90  days  before the filing date of this quarterly report, has concluded
that  as  of  the  Evaluation  Date, our disclosure controls and procedures were
adequate and designed to ensure that material information relating to us and our
consolidated  subsidiaries  would  be  made known to them by others within those
entities.

     (b)  Changes  in  internal  controls.  There  were  no  significant changes
in  our  internal  controls  or  to  our  knowledge, in other factors that could
significantly  affect  our  disclosure controls and procedures subsequent to the
Evaluation  Date.

<PAGE>

SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the  undersigned, thereunto
duly authorized.




                                                     TWISTEE TREAT CORPORATION

                                                     By: /s/ Steven Levin
                                                         ----------------
                                                         Steven Levin
                                                         Chief Executive Officer

Dated: March 17, 2003

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and or
the  duties  indicated.

Signature            Title                                  Date
---------            -----                                  ----

/s/ Steven Levin     Chief Executive Officer
----------------     and Director                           March 17, 2003
Steven Levin

/s/ James Tilton     President, Chief Financial Officer,
----------------     Secretary and  Director                March 17, 2003
James Tilton

/s/ Gordon Wilson     Director
-----------------                                           March 17, 2003
Gordon Wilson

<PAGE>

Financial Statements


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Twistee Treat Corporation
Kansas City, Missouri

We have audited the accompanying balance sheet of Twistee Treat Corporation as
of November 30, 2002, and the related statements of operations, stockholders'
equity (deficit), and cash flows for each of the two years then ended.  These
financial statements are the responsibility of Twistee Treat's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Twistee Treat Corporation as of
November 30, 2001, and the results of its operations and its cash flows for the
each of the two years then ended, in conformity with accounting principles
generally accepted in the United States of America

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, Twistee Treat has negative working capital of $199,407 and
at November 30, 2002 had a capital deficit of $107,117.  Twistee Treat will
require additional working capital to develop its business until Twistee Treat
either (1) restart operations and achieve a level of revenues adequate to
generate sufficient cash flows from operations; or (2) obtain additional
financing.  These conditions raise substantial doubt about Twistee Treat's
ability to continue as a going concern.  Management's plans in regard to this
matter are also described in Note 2.  The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

January 31, 2003
<PAGE>


                            TWISTEE TREAT CORPORATION
                                  BALANCE SHEET
                                November 30, 2002

                                     ASSETS

Current assets
  Cash                                                                 $  15,962
                                                                       ---------
    Total  current  assets                                                15,962

Property  and  equipment,  net                                            92,290
                                                                         -------
                                                                      $  108,252
                                                                      ==========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts  payable                                                   $  195,369
  Notes  payable  -  shareholders                                         20,000
                                                                       ---------
    Total  current  liabilities                                          215,369

Commitments and contingencies

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.0001 par value, 10,000,000
  authorized, no shares issued and outstanding                                 -
  Common stock, $.0001 par value, 50,000,000 shares authorized,
  3,007,795 shares issued and outstanding                                    301
Additional  paid  in  capital                                          3,747,774
Accumulated  deficit                                                 (3,755,192)
                                                                ----------------
                                                                         (7,117)
Less:  subscriptions  receivable                                       (100,000)
                                                               -----------------
  Total  Stockholders'  Equity  (Deficit)                              (107,117)
                                                                ----------------
TOTAL  LIABILITIES  AND  STOCKHOLDERS'  EQUITY  (DEFICIT)             $  108,252
                                                                      ==========

     See accompanying summary of accounting policies and notes to financial
                                   statements.

<PAGE>

                            TWISTEE TREAT CORPORATION
                            STATEMENTS OF OPERATIONS

                                                            For the Years Ended
                                                                November 30,
                                                         -----------------------
                                                         2002               2001
                                                         ----               ----
Net  sales                                               $  -         $  11,190
Cost  of  goods  sold                                       -             9,532
                                                      ----------        --------
Gross  margin                                               -             1,658

Operating expenses:
  Payroll  and  contractual  compensation                   -           211,198
  Consulting                                             95,000          85,071
  Legal  and  professional                               26,708          70,792
  Depreciation                                           27,790          50,654
  Other  general  and  administrative  expenses          93,133               -
  Impairment                                                -           235,890
  Gain  on  settlements                                (423,500)              -
                                                      ----------        --------
                                                       (180,869)        752,522
                                                      ----------        --------

Income  (loss)  from  operations                        180,869        (750,864)

Other income (expense):
  Interest  (expense)                                    (8,328)        (15,160)
  Interest  income                                          404             166
                                                      ----------        --------
                                                         (7,924)        (14,994)
                                                      ----------        --------

Net  income  (loss)                                  $  172,945     $  (765,858)
                                                      ==========        ========

Net income (loss) per share:
  Basic  and  diluted                                   $  0.07        $  (0.38)
                                                      ==========        ========

Weighted average shares outstanding:
  Basic  and  diluted                                 2,605,973        2,006,889
                                                      ==========        ========


     See accompanying summary of accounting policies and notes to financial
                                   statements.

<TABLE>
<CAPTION>

                                                TWISTEE TREAT CORPORATION
                                      STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                         For the Years Ended November 30, 2002




                                                                     Additional
                                    Common Stock                      Paid In          Accumulated       Subscription
                              Shares             Amount               Capital            Deficit           Receivable
                            ------------       -----------          -----------        ------------     --------------
<S>                      <C>            <C>                           <C>                    <C>             <C>
Balance,
  November 30, 2000           1,951,995            $  195           $  3,482,494      $  (3,162,279)      $  (225,000)

Recapitalization                  5,000                 1                     (1)                 -                 -

Issuance of common
stock for settlement              2,000                 -                       -                 -                 -

Stock subscription
collections                           -                 -                       -                 -            50,000

Issuance of common
stock for services               63,800                 6                 64,380                  -                 -

Net loss                              -                 -                      -           (765,858)                -
                            ------------       -----------          -----------        ------------     --------------

Balance,
  November 30, 2001           2,022,795               202              3,546,873         (3,928,137)         (175,000)

Proceeds from the sale
of common stock for
0.10 per share                1,110,000               111                110,889                  -                 -

Issuance of common
stock options for
services                              -                 -                 90,000                  -                 -

Stock subscription
collections                           -                 -                      -                  -            75,000

Cancellation of shares
received in settlement
agreement                      (125,000)              (12)                    12                  -                 -

Net income                            -                 -                      -            172,945                 -
                            ------------       -----------          -----------        ------------     --------------

Balance,
  November 30, 2002           3,007,795               301           $  3,747,774      $  (3,755,192)      $  (100,000)
                            ============       ===========          ===========        ============     ==============
</TABLE>


     See accompanying summary of accounting policies and notes to financial
                                   statements.


                            TWISTEE TREAT CORPORATION
                            STATEMENTS OF CASH FLOWS

                                                       For the Years Ended
                                                           November 30,
                                                           ------------
                                                    2002                2001
                                                  -------              -------

CASH FLOWS FROM OPERATING ACTIVITES:
Net income (loss)                              $  172,945          $  (765,858)
Adjustments to reconcile net loss to cash
used in operating activities:
  Depreciation and amortization                    27,790               50,654
  Provision for bad debt                           17,484               97,431
  Common stock and options for services            90,000               64,386
  Impairment                                            -              235,890
  Gain on settlements                            (423,500)                   -
Changes in operating assets and liabilities:
  Note receivable and other assets                  1,150               (9,984)
  Accounts payable and accrued expenses            (1,083)             190,682
  Deferred revenue                                      -              (20,000)
                                                  -------              -------
NET CASH USED IN OPERATING ACTIVITIES            (115,214)            (156,799)
                                                  -------              -------

CASH FLOWS FROM FINANCING ACTIVITES:
Proceeds from notes payable                             -              109,121
Payments on notes payable                         (57,146)                   -
Proceeds from the sale of common stock            186,000               50,000
                                                  -------              -------
NET CASH PROVIDED BY FINANCING ACTIVITIES         128,854              159,121
                                                  -------              -------

NET INCREASE IN CASH                               13,640                2,322
Cash, beg. of period                                2,322                    -
                                                  -------              -------
Cash, end of period                             $  15,962             $  2,322
                                                  =======              =======

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid                                        $  -                 $  -
Income taxes paid                                    $  -                 $  -

     See accompanying summary of accounting policies and notes to financial
                                   statements.

<PAGE>

                            TWISTEE TREAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Twistee Treat Corporation ("Twistee Treat") was originally incorporated under
the laws of Missouri in 1995.  Twistee Treat used to operate and franchise
soft-serve ice cream, non-fat soft-serve yogurt, non-dairy soft-serve desserts
and an assortment of other foods and beverages in distinctive freestanding
Twistee Treat cone-shaped buildings designed for both "drive-thru" and walk-up
service.  In addition to the freestanding building, Twistee Treat offers
specialty kiosk units designed to be located in stores, malls, food courts,
business facilities, colleges and mobile trailer units (concession units)
designed for short-term events such as fairs, carnivals and sporting events.

Prior to November 30, 2002, Twistee Treat had closed its owned and franchised
stores due to poor customer demand.  Twistee Treat is in the process of
developing its product line and has not focused on the sale of its franchises or
its current line of ice cream products.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet.  Actual results could differ from
those estimates.

Cash Equivalents

Cash equivalents include highly liquid, temporary cash investments having
original maturity dates of three months or less.  For reporting purposes, such
cash equivalents are stated at cost plus accrued interest which approximates
fair value.

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 five to ten years.
Twistee Treat 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.

Revenue Recognition

In connection with its franchising operations, Twistee Treat used to sell
franchise facilities on a turnkey basis, receiving income from initial franchise
fees, development fees, royalties and product sales.

Revenue from the sale of franchise equipment and leasehold improvements was
recognized when delivery took place and adequate consideration is received.

Initial franchise fees are recognized as income when substantially all services
and conditions relating to the sale of the franchise have been performed and
adequate consideration has been received.

Development fees are non-refundable and recognized when received, and the
development agreements call for additional franchise fees as franchises are sold
in the development regions.  These fees are recognized as income on the same
basis as franchise fees.

Royalties, which are based upon a percentage of each franchise's gross sales,
are recognized as income when the fees are earned and become receivable and
collectable.  Revenue from the sales of products to the franchisees is
recognized when the merchandise is shipped.

Income Taxes

Twistee Treat accounts for income taxes under the asset and liability approach.
The asset and liability approach is used to recognize deferred tax assets and
liabilities for the expected future tax consequences of temporary differences
between the carrying amounts and the tax bases of assets and liabilities.
Twistee Treat records a valuation allowance to reduce the deferred tax assets to
the amount that is more likely than not to be realized.

Stock-Based Compensation

Twistee Treat accounts for stock-based compensation under the intrinsic value
method.  Under this method, Twistee Treat recognizes no compensation expense for
stock options granted when the number of underlying shares is known and exercise
price of the option is greater than or equal to the fair market value of the
stock on the date of grant.

Basic Income (Loss) Per Share

Basic income (loss) per share has been calculated based on the weighted average
number of shares of common stock outstanding during the period.

Recent Accounting Pronouncements

Twistee Treat does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on Twistee Treat's results of
operations, financial position or cash flow.


NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

Twistee Treat has negative working capital of $199,407 and has historically
incurred losses, and at November 30, 2002 had a capital deficit of $107,117.
Because of these historical losses and because Twistee Treat ceased operations,
Twistee Treat will require additional working capital to develop and renew its
business operations.

Twistee Treat intends to raise additional working capital through private
placements, public offerings and/or bank financing.  As of January 31, 2003,
Twistee Treat is in discussions with several investors, however no definitive
agreements have been reached.

There are no assurances that Twistee Treat will be able to either (1) restart
its operations and achieve a level of revenues adequate to generate sufficient
cash flow from operations; or (2) obtain additional financing through either
private placements, public offerings and/or bank financing necessary to support
Twistee Treat's working capital requirements.  To the extent that funds
generated from operations and any private placements, public offerings and/or
bank financing are insufficient, Twistee Treat will have to raise additional
working capital.  No assurance can be given that additional financing will be
available, or if available, will be on terms acceptable to Twistee Treat.  If
adequate working capital is not available Twistee Treat may not renew its
operations.

These conditions raise substantial doubt about Twistee Treat's ability to
continue as a going concern.  The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should Twistee Treat be unable to continue as a going concern.


NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at November 30, 2002:

                                         2002
                                     ------------
Furniture and fixtures                  $  16,856
Equipment                                 118,098
Restaurant equipment                       15,634
Molds                                     215,000
                                     ------------
                                          365,588
Less: Accumulated depreciation            273,298
                                     ------------
                                        $  92,290
                                     ============

Depreciation expense totaled $27,790 and $50,654 in 2002 and 2001, respectively.


NOTE 4 - IMPAIRMENT

Twistee Treat has suspended its operations and accordingly has considered the
values of its assets as well as offers and bids and as a result of those
recorded an impairment of inventory of $178,617 and equipment of $57,273 for a
total of $235,890 as of November 30, 2001.  Twistee Treat believes its mold
equipment has value based on its plans to recommence operations in 2003.


NOTE 5 - NOTES PAYABLE

Twistee Treat has a promissory note for $20,000 bearing interest at 12%, due
upon demand with a shareholder. The promissory note is unsecured.


NOTE 6 - STOCKHOLDERS' EQUITY

Common and Preferred Stock

Twistee Treat has authorized 10,000,000 shares of preferred stock, $.0001 par
value and 50,000,000 shares of common stock, $.0001 par value.  The preferred
stock will have such right and preferences as determined by the Board of
Directors.

On November 11, 2002, the Board of Directors authorized a 10 to 1 reverse stock
split of Twistee Treat's common stock.  The financial statements have been
retroactively adjusted to reflect the effect of this change.

On July 29, 2002, Twistee Treat entered into a settlement agreement with its
former President, Steven Wells.  Twistee Treat agreed to pay Mr. Wells $25,000
in cash for 125,000 (post reverse split) shares of his common stock and an
option to acquire 250,000 shares (post reverse split) of common stock at $0.20
per share and forgive all his other claims against Twistee Treat.  Accordingly,
Twistee Treat reversed his accrued salary and reversed 2 notes payable and
recorded a gain of $246,386.  The 125,000 common shares were immediately
canceled.  In connection with the settlement Twistee Treat canceled certain
other debts that had no support and had not been pursued by the debtors.

During the year ended November 30, 2002, Twistee Treat issued 1,110,000 shares
of common stock for cash of $111,000 or $0.10 per share.

In March 2001, Twistee Treat issued 63,800 shares of common stock for consulting
services having a fair value of $64,386.

In March 2000, Twistee Treat offered subscriptions pursuant to Rule 504 of
Regulation D of the Securities Act of 1933, as amended, of 800,000 (post reverse
split) shares of common stock to accredited investors.  The purchase price is
$1.25 (post reverse split) per share.  As of March 31, 2000, subscriptions for
8,000,000 shares totaling $1,000,000 were received at which time the offer was
closed.  As of November 30, 2002, Twistee Treat has received cash consideration
of $900,000 for the common stock subscribed.

Warrants

During January 2002, Twistee Treat issued warrants to purchase 91,000 shares of
common stock at an exercise price of $0.75 per share for a term of 5 years.  The
warrants were for past services and were valued at $5,000.

Options

On November 12, 2002, Twistee Treat issued 3,000,000 options to the chief
executive officer and 3,000,000 options to the chief financial officer.  The
options immediately vest and have an exercise price of $0.03 and have a 1 year
term.  The options were valued at $90,000.


NOTE 7 - INCOME TAXES

The provision for federal income tax consists of the following for the years
ended November 30:

                                  2002          2001
                                --------      ---------
Current provision                   $  -           $  -
Deferred provision                     -              -
                                --------      ---------
                                    $  -           $  -
                                ========      =========

Deferred income taxes consist of the following at November 30:

                                  2002          2001
                                --------      ---------
Long-term:
  Deferred tax assets       $  1,302,000   $  1,244,000
  Valuation allowance         (1,302,000)    (1,244,000)
                                --------      ---------
                                    $  -           $  -
                                ========      =========

For the years ended November 30, 2002 and 2001, Twistee Treat had taxable
losses, and therefore, has no tax liability.  The net deferred tax asset
generated by the loss carry-forward has been fully reserved.  The cumulative net
operating loss carryforward is approximately $3,829,000 at November 30, 2002,
and will expire in the years 2016 through 2022.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

Twistee Treat has terminated its prior leases and now an officer has provided
office services without charge.  Such costs are immaterial to the financial
statements and accordingly are not reflected herein.

Litigation, Claims, Assessments

Twistee Treat is involved in various lawsuits and claims asserted against it.
Management believes the lawsuits and/or claims are not material to Twistee
Treat.

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