FORM 10-KSB

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

MARK ONE

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

                   FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2004

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

          FOR THE TRANSITION PERIOD FROM _____________ TO _______________

                         COMMISSION FILE NUMBER 0-29439

                            TWISTEE TREAT CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                                               33312
------------------------                             ------------------------
(STATE OF INCORPORATION)                                   (ZIP CODE)

                               2983 Ravenswood Rd.
                          Ft. Lauderdale, Florida 33312
                    ----------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

      (877) 667-9377                                    22-3617931
----------------------------                   -------------------------
(Registrant's telephone number)                    (I.R.S. Employer
                                                Identification Number)

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g)
of the Exchange Act:                           COMMON STOCK,
                                               at $.001 PAR VALUE PER SHARE
                                               ----------------------------

Check whether the registrant  (1) has 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 [ ]  No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's  revenues for the most recent  fiscal year ended  November 30, 2004
were $0.

The aggregate  market value of the issuer's voting and non-voting  common equity
held by  non-affiliates  computed by  reference to the average bid and ask price
($0.12) of such common equity as of March 30, 2005, was approximately $592,002.

As of March 30, 2005 the issuer had 7,077,795 shares of common stock,  $.001 par
value per share outstanding held by approximately 89 stockholders.

Documents Incorporated by Reference: NONE

Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>


                            TWISTEE TREAT CORPORATION
                                   FORM 10-KSB
                          YEAR ENDED NOVEMBER 30, 2004
                                      INDEX

Part I
Item 1.  Description of Business .........................................  3
Item 1A. Risk Factors.....................................................  4
Item 2.  Description of Property..........................................  6
Item 3.  Legal Proceedings................................................  6
Item 4.  Submission of Matters to a Vote of Security Holders..............  6

Part II

Item 5.  Market for Common Equity and Related Stockholder Matters ........  7
Item 6.  Management's Discussion and Analysis or Plan of Operation .......  8
Item 7.  Financial Statements ............................................ 11
Item 8.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure........................... 11
Item 8A. Controls and Procedures ......................................... 11

Part III

Item 9.  Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Exchange Act ............................... 13
Item 10. Executive Compensation .......................................... 14
Item 11. Security Ownership of Certain Beneficial Owners
         and Management and Related Stockholder Matters .................. 15
Item 12. Certain Relationships and Related Transactions .................. 16
Item 13. Principal Accountant Fees and Services Signatures ............... 17
Item 14. Exhibits and Reports on Form 8-K ................................ 18
         (a) Exhibits
         (b) Reports on Form 8-K

                           FORWARD LOOKING STATEMENTS

         In this registration statement references to "company"; "we," "us," and
"our" refer to TWISTEE TREAT CORPORATION.

         This Form 10-KSB contains certain forward-looking  statements. For this
purpose any statements  contained in this Form 10-KSB that are not statements of
historical  or  present  facts may be deemed to be  forward-looking  statements.
Without  limiting  the  foregoing,   words  such  as  "may,"  "will,"  "expect,"
"believe,"  "anticipate," "estimate" or "continue" or comparable terminology are
intended to  identify  forward-looking  statements.  These  statements  by their
nature  involve  substantial  risks and  uncertainties,  and actual  results may
differ  materially  depending  on a variety  of  factors,  many of which are not
within the  company's  control.  These  factors  include  but are not limited to
economic  conditions  generally and in the industries in which Twistee Treat may
participate;  competition  within  Twistee  Treat's chosen  industry,  including
competition from much larger competitors;  technological advances and failure by
Twistee Treat to successfully develop business relationships.










                                      -2-
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL
-------

         Twistee  Treat  Corporation(TM) (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  reorganized  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.

         As of November 30, 2004, the Company had three inactive franchises. The
Canadian franchisee is still producing revenues, but is not paying any franchise
fee to Twistee  Treat  pending a  resolution  of  outstanding  claims  described
elsewhere in this report. The Company is in the process of attempting to develop
its product  line and  reorganize  with its  Canadian  franchisee,  as described
below,  and has not focused on the sale of its franchises or its current line of
ice cream products.  The Company  conducted no direct operations during the last
three (3) fiscal years ended November 30, 2004, 2003 and 2002.

         We currently  have no direct  operations  and no revenue from franchise
operations.  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 and is currently  attempting to negotiate a reorganization as outlined
under Item 6 of Management's Discussion and Analysis.

         During  fiscal year 2003,  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


                                      -3-
<PAGE>

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.
The  remaining  operations  were  terminated in fiscal year 2004 as they did not
generate sufficient operating revenues.

         Twistee Treat licensed the rights in Canada to a group who collectively
has 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 five  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.  However, due to pending litigation the Canadian franchisee is
not paying franchise fees to Twistee Treat.

SIGNIFICANT EVENTS OCCURRING IN FISCAL YEAR 2004

     o   Twistee  Treat has agreed in  principal  to a  reorganization  with its
         Canadian  franchisee  subject to financing  and Board  approval as more
         particularly  described  under  Management's  Discussion  and Analysis,
         (Item 6).
     o   The Company has appointed new auditors, see Item 14.
     o   Mr. Tilton and Mr. Levin each had their  options for  3,000,000  shares
         extended to November 11, 2005.
     o   During 2004, the Company issued  1,000,000 shares to a prior investment
         banker and its associates,  HD Brous and Associates,  at $0.03 each and
         paid this firm $20,000 for consulting services.

ITEM 1A. RISK FACTORS

(1)  Reorganization
     --------------

The  Company is  presently  involved in plans to move  forward  with a potential
reorganization  as outlined  under the Management  Discussion and Analysis,  but
there is no  assurance  that  such  reorganization  will be  completed  as it is
contingent  upon a commitment of third party financing and final approval of the
Board of  Directors of Twistee  Treat.  It is  anticipated  the  directors  will
approve the  reorganization if the third party financing is committed within the
next sixty to ninety days.  However,  if this reorganization does not occur, the
Company would be without any immediate  prospects of  capitalization to continue
any type of ongoing  operations  and may be forced into a position to  terminate


                                      -4-
<PAGE>

active business purposes.  If the reorganization is completed,  the Company will
have an entirely new Board of Directors  and  management  personnel in charge of
operations without a proven track record in the operations of a public company.

(2) Lack of Control
    ---------------

In its  present  situation,  or if the  proposed  reorganization  is  completed,
Twistee Treat will not be in position where the public or "non-affiliated public
shareholders" will have control of the corporation, nor will they be in position
to gain  control of the  Company  for the  foreseeable  future.  This means that
either  the  existing   control   shareholders,   or  the  anticipated   control
shareholders  in the event of the  reorganization,  would continue to manage and
direct all the affairs of the Company by their majority shareholder position and
would be in a position to elect all  directors  and appoint all  officers to the
Company in their discretion.

(3) Going Concern
    -------------

The auditors  have  expressed a  reservation  that the Company can continue as a
going concern.  It should be noticed in this regard the Company had very limited
operations in fiscal year 2003 and no revenues or income-producing activities in
2004 and is not likely to be able to engage in any  income-producing  activities
without  the  substantial  inclusion  of capital  either  through  the  proposed
reorganization  or by other means.  This factor should  constitute a significant
risk factor for those considering acquiring stock in the present corporation.

(4) Limited Trading
    ---------------

The Company presently has very limited trading on the Electronic  Bulletin Board
and it is not  anticipated  that there  would be  substantial  increases  in the
number of shares traded, even in the event of the proposed reorganization.  As a
result, the Company must be considered as having a very  "thinly-traded"  market
which would be subject to dramatic  swings in pricing based upon any significant
event,  positive or adverse,  occurring with regard to the Company's anticipated
operations, financing or management.

(5) Competitive Markets
    -------------------

The Company is engaged in an area of  consumer  product  and  services  which is
highly competitive and for which there are not significant barriers to entry. As
a result, the Company may be adversely impacted by similar related products sold
by  better-financed  and more established  companies at any time.  Further,  the
Company  because of its significant  periods of inactivity has lost  significant
markets and will be placed in a degree of competitive  disadvantage to regain or
reestablish its marketing  efforts even if interim  financing and new management
are available.

                                      -5-
<PAGE>

(6) New Management
    --------------

The Company,  if the  reorganization  is completed,  will receive new management
which does not have a proven track  record in the  operation of this company nor
do they have experience in the operation or management of a public company. This
untested management will constitute a potential risk factor to those considering
the purchase of stock in this company.  Further,  the new management will not be
subject to any employment contract.

ITEM 2. DESCRIPTION OF PROPERTY

         The Company's  principal  executive office is presently  located in the
home of Steven Levin,  the Company's  acting chief  executive  officer,  at 2983
Ravensway Rd., Ft. Lauderdale, Florida 33312. The Company has not entered into a
lease of office space with Mr.  Levin.  Mr. Levin  provides this office space to
the Company on a rent-free  basis. The Company does not own or otherwise use any
other property.

ITEM 3. LEGAL PROCEEDINGS

         (A) Twistee Treat has a dispute with a law firm regarding past due
fees. The law firm, Feldhake, August & Roquemore LLP, entered 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 has made no arrangement at present to discharge this obligation.

         (B) 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 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.  The Company is
currently  negotiating a potential  reorganization  with this  franchisee  which
would obviate and discharge this  litigation,  if completed.  See description of
Proposed Reorganization under Item 6.

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

         There were no shareholder  votes taken in fiscal year 2004. The Company
currently does not have any shareholder meetings scheduled.


                                      -6-
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our  common  stock  is  traded  on an  extremely  limited  basis in the
Over-the-Counter market and is quoted on the electronic Bulletin Board under the
symbol "TWTE".  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, 2004 and
2003,  respectively.  These quotations represent prices between dealers, may not
include retail  markups,  markdowns,  or  commissions,  and may not  necessarily
represent actual transactions.

Year     Quarter                    High              Low
----     -------                    ----              ---

2004     First Quarter              $.275             $.07
                  Second Quarter    $.25              $.07
                  Third Quarter     $.15              $.03
                  Fourth Quarter    $.15              $.035

2003     First Quarter              $.17              $.05
                  Second Quarter    $.11              $.03
                  Third Quarter     $.045             $.03
                  Fourth Quarter    $.017             $.025

         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, 2004,  we had a total of
7,577,795  shares of our  Common  Stock  issued  and  outstanding.  We have also
authorized 10,000,000 shares of preferred stock, $0.001 par value, none of which
is outstanding.  Management has the current right to control approximately 62.9%
of our  outstanding  shares.  These are  391,000  shares  subject to warrants to
purchase  shares at a price of $.075 per share and 300,000  warrants to purchase
shares at a price of $0.85 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.

RECENT PRIVATE EQUITY TRANSACTIONS

         In June,  2004,  Twistee Treat issued  1,000,000 shares of common stock
for $30,000.00 or $0.03 per share.

         In November,  2003,  Twistee  Treat  cancelled  30,000 shares of common
stock.

                                      -7-
<PAGE>

         On April 24,  2003,  Twistee  Treat issued  1,000,000  shares of common
stock for $30,000.00 or $0.03 per share.

         On February 25, 2003,  Twistee  Treat issued  100,000  shares of common
stock for $3,000.00 or $0.03 per share.

         On February 14, 2003,  Twistee Treat issued  1,500,000 shares of common
stock for $45,000.00 or $0.03 per share.



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

CAUTIONARY STATEMENT
Statements  contained or incorporated by reference in this document that are not
based  on  historical  or  present  facts  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. No assurance or warranty is made that such  projections
or estimates of future performance will be realized.

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" (TM). During the year
ended  November 30,  2004,  the Company did not have any direct  operations  and
three inactive  franchises.  The Canadian franchise has remained active, but has
not contributed revenue due to ongoing litigation.

                                      -8-
<PAGE>

INTENDED 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 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;

         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 active 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 optionees for
three million (3,000,000) shares each at closing.


                                      -9-
<PAGE>

OPERATING EXPENSES
------------------

         Operating  expenses for the fiscal year ended November 30, 2004 equaled
$98,709  compared to $165,849 for the same period ended  November 30, 2003.  The
decrease in  operating  expenses is  primarily  due to a decrease in payroll and
contractual compensation of $59,855.

         Other general and administrative expenses incurred by us for the fiscal
year ended  November 30, 2004 were $29,749 as compared to $76,204 for the fiscal
year ended November 30, 2003. In the fiscal third quarter ended August 31, 2004,
the company  elected to  write-off  the balance of its assets due to  impairment
which resulted in depreciation/impairment expense of $64,498 for the fiscal year
ended  November  30,  2004 as  compared  to $27,790  for the  fiscal  year ended
November  30,  2003.  As a  result  of these  operating  expenses,  the  company
experienced  a loss from  operations  of  $106,469  for the  fiscal  year  ended
November 30,  2004,  compared to a loss from  operations  of $168,797 for fiscal
year 2003.


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

         Twistee  Treat's net loss per common share and  equivalence - basic and
diluted - for the fiscal year ended November 30, 2004 equaled  $(0.01) per share
compared  to net loss per common  share for the year  ended  November  30,  2003
($.03).



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

         As of November  30,  2004,  the  Company had no cash.  Net cash used in
operations  in fiscal year 2004 was  $35,879,  a decrease  of 75% from  $144,505
(representing  the amount of net cash used in operations  during the same period
in 2003).  Non-cash  adjustments  for fiscal year 2004  primarily  consisted  of
depreciation  and  amortization  of $64,698 and non-cash  adjustments for fiscal
year 2003 consisting of $27,792 of depreciation and amortization.

         Our debt structure  includes  total current  liabilities of $244,423 on
November 30, 2004.

         Cash flows from financing  activities by Twistee Treat totaled  $34,462
for the fiscal year ended  November 30, 2004,  consisting  of proceeds  from the
sale of common stock of $30,000 and shareholder advances of $4,462.

         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, 2004, the Company has an accumulated  deficit of $4,030,458.  We


                                      -10-
<PAGE>

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 to take advantage of the opportunities we would like
to develop during fiscal year 2005 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.

GOING CONCERN RISK FACTORS
--------------------------

         Substantial  doubt about the  Company's  Ability to Continue as a Going
Concern.
--------------------------------------------------------------------------------
The Company's  auditor has 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 exist.

         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 maintain operations, or to implement our business plan as we
envision it today.


ITEM 7. FINANCIAL STATEMENTS

   We have attached our consolidated  audited financial  statements for the year
ended November 30, 2004.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None


ITEM 8A. CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls and  procedures.  Our chief  executive
officer and principal  financial officer,  after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules  13a-15(e) and 15d-15(e)) as of the end of the period
covered by this annual report (the "Evaluation Date"), have 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

                                      -11-
<PAGE>

subsidiaries would be made known to them by others within those entities.  It is
understood  that should the Company  resume  business  activities in fiscal year
2005, it may need to increase and augment accounting procedures and controls.

(b)  Changes  in  internal  control  over  financial  reporting.  There  were no
significant  changes in our internal control over financial reporting during the
fourth fiscal  quarter that  materially  affected,  or is  reasonably  likely to
materially affect, our internal control over financial reporting.

(c) The Company is aware of the requirements of the  Sarbannes-Oxley Act and has
implemented  those  requirements  as  applicable,  but  does not  believe  it is
presently  required to have an independent  Audit  Committee as an  "Eelectronic
Bulletin Board Company" and has not implemented such a committee at present.





                                      -12-
<PAGE>



                                    PART III

ITEM 9.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS AND OFFICERS
----------------------

   The Directors and Officers of the Company are as follows:

Name                       Age   Position
----                       ---   --------

Steven Levin               39     Chief Executive Officer and Director
James Tilton               43     President, Chief Financial Officer, Secretary,
                                  and Director
Gordon Wilson              62     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 worked 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.

                                      -13-
<PAGE>

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,  based solely on a review of the copies of
such  reports  furnished  to the  Company and on  representations  that no other
reports were required,  no person  required to file such a report failed to file
during fiscal year 2004.

                                 CODE OF ETHICS

         The Board of  Directors  adopted a Code of  Ethics  in  November  2003,
meeting the requirements of Section 406 of the  Sarbanes-Oxley  Act of 2002. The
Company will provide to any person without charge,  upon request, a copy of such
Code of Ethics.  Persons  wishing to make such a request  should  contact Steven
Levin,  Chief Executive Officer,  2983 Ravenswood Rd., Ft.  Lauderdale,  Florida
33312, (877) 6667-9377.

ITEM 10. EXECUTIVE COMPENSATION

         The following  table shows  compensation  of our officers and directors
for the last four completed fiscal years ended November 30, 2003.
<TABLE>
<CAPTION>

             SUMMARY COMPENSATION TABLE

---------------------- ------ ------------ -------- ---------------- ----------- ------------ ------------ -----------
Name and  Principal    Year   Salary(1)    Bonus    Other Annual     Restricted  Securities   LTIP         Other
Position                                            Compensation     Stock       Underlying   Payouts      (Loans)
                                                                     Awards      Options
---------------------- ------ ------------ -------- ---------------- ----------- ------------ ------------ -----------
<S>                    <C>    <C>          <C>      <C>              <C>         <C>          <C>          <C>
Mr. James Tilton       2004   $0              --            --             --          --           --           0
President and          2003   $0              --            --             --          --           --
Director
---------------------- ------ ------------ -------- ---------------- ----------- ------------ ------------ -----------
Mr. Steven Levin,      2004   $0              --              --           --          --           --           0
CEO and Director       2003   $59,855         --
---------------------- ------ ------------ -------- ---------------- ----------- ------------ ------------ -----------
</TABLE>

                                      -14-
<PAGE>


COMPENSATION OF DIRECTORS
-------------------------

         We do  not  have  any  standard  arrangement  for  compensation  of our
directors  for any  services  provided as a  director,  including  services  for
committee participation or for special assignments.


EMPLOYMENT CONTRACTS
--------------------

         We have not entered into formal written employment  agreements with our
officers and directors.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth,  as of November 30, 2004,  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, 2004 there were  7,577,795  shares
issued and outstanding of record.

                                              Shares of
                                            Common Stock
Name and Address                            (incl. Option   Percentage as of
of Beneficial Owners                           Rights)      November 30, 2004
--------------------                        -------------   -----------------

James Tilton (1)(2)                          3,125,000             27.2%
Steven Levin (1)(2)                          3,000,000             36.1%
George Levin                                 1,000,000              8.7%
Gordon Wilson                                  100,000               .9%
HD Brous & Associates                        1,000,000              8.7%
Calder Investments                           3,257,730              3.4%
All Executive Officers and Directors
As a group (3 persons)                       7,225,000             62.9%

*   Less than one percent

(1)      The  business  address  of each  individual  officer is the same as the
         address of the Company's principal executive offices.

(2)      Includes  3,000,000  exercisable  options each at an exercise  price of
         $.03 per share.


                                      -15-
<PAGE>

CHANGES IN CONTROL
------------------

   The Company does not  anticipate any changes in control of the Company except
as to the  potential  reorganization  with  Twistee  Treat of Canada as outlined
under Management's Discussion and Analysis above, (Item 6).

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In May 2003,  we granted  3,000,000  in share  options  options each to
Steven  Levin and James  Tilton with an  exercise  price of $.03 per share which
were to expire in November  2004.  These  options were  extended by the Board to
November  11,  2005,  and  may  be  adjusted   slightly  in  the  event  of  the
Reorganization.

         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. There remains no further obligation to Mr. Wells.

         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 between Mr. Wells and 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 was exercised in
November 2003 and included in the foregoing table.

         In October 2003,  Twistee Treat  received  advances of $30,000 due upon
demand  from a  shareholder.  The  advances  are  non-interest  bearing  and are
unsecured.

                                      -16-
<PAGE>


         In August  2003,  Twistee  Treat  received  advances of $2,000 due upon
demand  from a  shareholder.  The  advances  are  non-interest  bearing  and are
unsecured.

         In July 2003, Twistee Treat received advances of $5,000 due upon demand
from a shareholder. The advances are non-interest bearing and are unsecured.

         In 2004,  Mr.  Tilton made an unsecured  and  undocumented  loan to the
Company of approximately $4,400.00 to complete its accounting.


ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES

CHANGE IN AUDITORS
------------------

         For the fiscal year ending November, 2004, the Company changed auditors
from the firm of Malone & Bailey PLLC to Lopez,  Blevins,  Bork & Associates LLP
of Houston,  Texas. The attached reports were prepared by the current  auditors,
but which firm  necessarily  relied  upon prior  audited  statements  of Twistee
Treats in preparing historical comparative data. The company has no disagreement
with either its prior or current auditors.


AUDIT FEES
----------

         The aggregate  fees billed for each of the fiscal years ended  November
30,  2004 and 2003  and for  professional  services  rendered  by the  principal
accountants  for the audit of the  Company's  annual  financial  statements  was
$4,462 and $2,000, respectively. The Company's principal current auditor has not
yet billed the Company for the  November  30, 2004  audit.  The  aggregate  fees
billed for each of the fiscal  years  ended  November  30, 2004 and 2003 and for
professional  services  rendered by the principal  accountant  for review of the
financial  statements  included in the registrant's  Form 10-QSB or for services
that are normally  provided by the  accountant in connection  with statutory and
regulatory  filings or engagements for those fiscal years was $1,500 and $1,600,
respectively.


AUDIT RELATED FEES
------------------

None

TAX FEES
--------

None


                                      -17-
<PAGE>

ALL OTHER FEES
--------------

         The aggregate  fees billed for each of the fiscal years ended  November
30,  2004 and 2003 and for  products  and  services  provided  by the  principal
accountant, other than the services reported above was $0.00 and $500.00.


ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

REPORTS ON FORM 8-K

         The  Company  filed an 8-K on May 5,  2004  indicating  the  change  in
auditors described in this Report.

                          Attached Financial Statements

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

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

31.2                             Certification of the Chief Financial Officer
                               pursuant to Section 302 of the Sarbanes-
                               Oxley Act of 2002 *

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

32.2                             Certification of the Chief Financial
                               Officer pursuant to Section 906 of the Sarbanes-
                               Oxley Act of 2002


                                      -18-
<PAGE>

                                   SIGNATURES

      In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                     TWISTEE TREAT CORPORATION


DATED: March 30, 2004                By: /s/ Steven Levin
                                        ----------------------------------------
                                             Steven Levin
                                             Chief Executive Officer

                                     TWISTEE TREAT CORPORATION


DATED: March 30, 2004                By: /s/ James Tilton
                                        ----------------------------------------
                                             James Tilton
                                             Chief Financial Officer

      In accordance  with the Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.

NAME                      TITLE                          DATE
- ----                      -----                          ----

/s/ Steven Levin          Chief Executive Officer        March 30, 2004
- ----------------------    and Director
Steven Levin              (Principal Executive Officer)


/s/ James Tilton          Chief Financial Officer        March 30, 2004
- ----------------------    and Director
James Tilton              (Principal Financial Officer)


                                      -19-
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  Twistee Treat Corporation
  Fort Lauderdale, Florida

We have audited the accompanying  balance sheet of Twistee Treat  Corporation as
of November 30, 2004, and the related  statements of  operations,  stockholders'
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 the standards of the Public  Company
Accounting Oversight Board (United States). 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, 2004,  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 $244,423 and
at  November  30, 2004 had a capital  deficit of  $144,423.  Twistee  Treat will
require  additional  working capital to develop its business until Twistee Treat
either (1)  restarts  operations  and  achieves 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.



/s/ Lopez, Blevins, Bork & Associates, LLP
------------------------------------------
Houston, Texas

April 1, 2005

                                      -20-
<PAGE>



                            TWISTEE TREAT CORPORATION
                                  BALANCE SHEET
                                November 30, 2004

                                     ASSETS

Current assets
  Cash                                                              $      --
                                                                    -----------
    TOTAL ASSETS
                                                                           --
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                             $   212,961
  Advances - shareholders                                                11,462
  Note payable - shareholders                                            20,000
                                                                    -----------
    Total current liabilities                                           244,423
                                                                    -----------

Commitments and contingencies

STOCKHOLDERS' 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,
    7,077,795 shares issued and outstanding                                 708
Additional paid in capital                                            3,885,327
Accumulated deficit                                                  (4,030,458)
                                                                    -----------
                                                                       (144,423)
Less: subscriptions receivable                                         (100,000)
                                                                    -----------
  Total Stockholders' Deficit                                          (244,423)
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $      --
                                                                    ===========





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

                                      -21-
<PAGE>

<PAGE>


                            TWISTEE TREAT CORPORATION
                            STATEMENTS OF OPERATIONS
                 For the Years Ended November 30, 2004 and 2003

                                                       2004             2003
                                                    -----------     -----------
Operating expenses:
  Payroll and contractual compensation              $      --       $    59,855
  Legal and professional                                  4,462           2,000
  Depreciation and impairment                            64,498          27,790
  Other general and administrative expenses              29,749          76,204
                                                    -----------     -----------
Loss from operations                                     98,709         165,849

Interest expense                                          7,760           2,948
                                                    -----------     -----------

Net loss                                            $  (106,469)    $  (168,797)
                                                    ===========     ===========

Net income (loss) per share:
  Basic and diluted                                 $     (0.01)    $     (0.03)
                                                    ===========     ===========

Weighted average shares outstanding:
  Basic and diluted                                   7,165,679       4,874,370
                                                    ===========     ===========






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


                                      -22-
<PAGE>


<TABLE>
<CAPTION>

                            TWISTEE TREAT CORPORATION
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                     Years Ended November 30, 2004 and 2003


                                                            Additional
                                     Common Stock             Paid in     Accumulated    Subscription
                                 Shares        Amount         Capital       Deficit       Receivable
                              -----------    -----------    -----------   -----------    -----------

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


Cancellation of shares            (30,000)            (3)             3          --             --

Issuance of stock for cash      2,600,000            260         92,700          --             --


Net loss                             --             --             --        (168,797)          --
                              -----------    -----------    -----------   -----------    -----------

Balance, November 30, 2003      5,577,795            558      3,840,477    (3,923,989)      (100,000)

Issuance of stock for cash      1,000,000            100         29,900          --             --

Issuance of stock for debt        500,000             50         14,950          --             --

Net loss                             --             --             --        (106,469)          --
                              -----------    -----------    -----------   -----------    -----------


Balance, November 30. 2004      7,077,795    $       708    $ 3,885,327   $(4,030,458)   $  (100,000)
                              ===========    -----------    ===========   ===========    ===========
</TABLE>







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


                                      -23-
<PAGE>




                            TWISTEE TREAT CORPORATION
                            STATEMENTS OF CASH FLOWS
                     Years Ended November 30, 2004 and 2003


                                                        2004            2003
                                                     -----------    -----------
Cash flows from operating activities
  Net loss                                           $  (106,469)   $  (168,797)
    Adjustments to reconcile net income to
      net cash used in operating ativities:
    Depreciation and amortization                         16,125         27,792
    Impairment                                            48,373           --
  Changes in assets and liabilities
    Accounts payable and accrued expenses                  6,092         (3,500)
                                                     -----------    -----------
Net cash used in operating activities                    (35,879)      (144,505)
                                                     -----------    -----------

Cash flows from financing activities
  Proceeds from shareholder advances                       4,462         37,000
  Proceeds from sale of common stock                      30,000         92,960
                                                     -----------    -----------
Net cash provided by financing activities                 34,462        129,960
                                                     -----------    -----------

Net decrease in cash and cash equivalents                 (1,417)       (14,545)

Cash and cash equivalents at beginning of period           1,417         15,962
                                                     -----------    -----------

Cash and cash equivalents at end of period           $      --      $     1,417
                                                     ===========    ===========









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



                                      -24-
<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  offered
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, 2003,  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,  uch
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.

Fair Value of Financial Instruments

The Company's  financial  instruments  consist of accounts payable and debt. The
carrying  amount of these  financial  instruments  approximates  fair  value due
either to length of  maturity  or  interest  rates that  approximate  prevailing
market  rates  unless  otherwise  disclosed  in  these  consolidated   financial
statements.

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  is
recognized when delivery takes place and adequate consideration is received.

                                      -25-
<PAGE>

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

In December  2004,  the FASB,  issued a revision to SFAS 123, also known as SFAS
123R, that amends existing  accounting  pronouncements  for share-based  payment
transactions in which an enterprise  receives employee and certain  non-employee
services  in  exchange  for (a)  equity  instruments  of the  enterprise  or (b)
liabilities  that  are  based  on the  fair  value  of the  enterprise's  equity
instruments  or that may be settled by the issuance of such equity  instruments.
SFAS 123R  eliminates  the  ability  to  account  for  share-based  compensation
transactions  using APB 25 and generally requires such transactions be accounted
for  using a  fair-value-based  method.  SFAS  123R's  effective  date  would be
applicable for awards that are granted,  modified,  become vested, or settled in
cash in interim or annual  periods  beginning  after  June 15,  2005.  SFAS 123R
includes three transition methods: one that provides for prospective application
and two that provide for retrospective application. The Company intends to adopt
SFAS 123R  prospectively  commencing  in the third  quarter of the  fiscal  year
ending  December  31, 2005.  It is expected  that the adoption of SFAS 123R will
cause the Company to record,  as expense  each  quarter,  a non-cash  accounting
charge approximating the fair value of such share based compensation meeting the
criteria outlined in the provisions of SFAS 123R.

Stock Options
-------------

The Company has  elected to follow APB No. 25, and  related  Interpretations  in
accounting  for its employee  stock options  because,  as discussed  below,  the
alternative fair value  accounting  provided for under SFAS No. 123 requires the

                                      -26-
<PAGE>


use of option  valuation  models  that  were not  developed  for use in  valuing
employee stock options.  Under APB No. 25, no compensation expense is recognized
if the exercise price of the Company's  employee stock options equals the market
price of the  underlying  stock  on the date of  grant.  Twistee  Treat  did not
recognized any compensation in 2004 and 2003, under APB No. 25.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the options'  vesting period.  Set forth below is a
summary of the  Company's  net income and earnings per share as reported and pro
forma as if the fair  value-based  method of accounting  defined in SFAS No. 123
had been applied.  The pro forma compensation  expense may not be representative
of future amounts because  options vest over several years and generally  expire
upon termination of employment,  and additional options may be granted in future
years.

On May 30, 2003,  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  vested  and have an  exercise  price of $0.03 and have an  eighteen
month term.  The options were due to expire in November 30, 2004. In November of
2004,  the company  extended the exercise  date of these options to November 30,
2005.

The following table  illustrates the effect on net income and earnings per share
if Twistee  Treat had  applied  the fair value  recognition  provisions  of FASB
Statement No. 123,  Accounting  for  Stock-Based  Compensation,  to  stock-based
employee compensation.

                                                  Twelve Months Ended
                                                     December 31,
                                               2004             2003
                                            -----------    -------------

   Net loss, as reported                    $  (106,469)  $     (168,797)

Deduct: Total stock-based employee
compensation expense determined under the
fair value based method for all awards          (10,024)            --
                                            -----------    -------------
   Pro forma net loss                       $  (116,493)  $     (168,797)
                                            ===========    =============

   Pro forma net loss per share:
   Basic and diluted - as reported          $     (0.01)   $       (0.03)
                                            ===========    =============
   Basic and diluted - pro forma            $     (0.02)   $       (0.03)
                                            ===========    =============


The fair value of each option  granted is  estimated  on the date of grant using
the  Black-Scholes  option-pricing  model with the  following  weighted  average
assumptions:  dividend yield $0, expected  volatility of 10%, risk-free interest
rate of 3.0%, and expected lives of 1 years.


NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

Twistee  Treat has negative  working  capital of $244,423  and has  historically
incurred losses, and at November 30, 2004 had a capital deficit of $144,423.  As
a result of these historical losses and because Twistee Treat ceased operations,
Twistee Treat will require  additional  working capital to develop and renew its
business operations.


                                      -27-
<PAGE>


Twistee  Treat  intends to raise  additional  working  capital  through  private
placements,  public  offerings  and/or bank financing.  For the past fiscal year
Twistee  Treat  has been 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

During fiscal year ended November 30, 2004, the company elected to write-off the
balance of its assets due to impairment  resulting in  depreciation  /impairment
expense  of $48,373  for the year.  Depreciation  expense  totaled  $16,125  and
$27,792 in 2004 and 2003, respectively.


NOTE 4 - NOTE 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 5 - SHAREHOLDER ADVANCES

Twistee Treat has advances from shareholders of $11,462 due upon demand.


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  rights  and  preferences  as  determined  by the Board of
Directors.

During the year ended November 30, 2004,  Twistee Treat issued  1,000,000 shares
of common stock for cash of $30,000 or $0.03 per share.

During the year ended November 30, 2004,  Twistee Treat issued 500,000 shares of
common stock as repayment of advances of $15,000 from a related party.

During the year ended November 30, 2003,  Twistee Treat issued  2,600,000 shares
of common stock for cash of $92,960 or $0.04 per share.

During the year ended  November  30,  2003,  30,000  shares of common stock were
returned and canceled.

                                      -28-
<PAGE>

Warrants

During the year ended November 30, 2004,  Twistee Treat issued 300,000  warrants
with a cashless  option to purchase  shares of common stock at $0.085 per share.
The warrants  have a negligible  value using the Black  Scholes  option  pricing
model.  The fair value of each option  granted is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions:  dividend yield $0, expected  volatility of 10%, risk-free interest
rate of 3.0%, and expected lives of 5 years.


Twistee Treat has 391,000 common shares subject to warrants;  91,000 warrants to
purchase  shares at a price of $.075 per share and 300,000  warrants to purchase
shares at a price of $.085 per share which expire in December 2007.

Options

On May 30, 2003,  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  vested  and have an  exercise  price of $0.03 and have an  eighteen
month term.  The options were due to expire in November 30, 2004. In November of
2004,  the company  extended the exercise  date of these options to November 30,
2005.


NOTE 7 - INCOME TAXES

The Company follows Statement of Financial Accounting Standards Number 109 (SFAS
109),  "Accounting  for Income  Taxes."  Deferred  income taxes  reflect the net
effect of (a)  temporary  difference  between  carrying  amounts  of assets  and
liabilities for financial purposes and the amounts used for income tax reporting
purposes,  and  (b) net  operating  loss  carryforwards.  No net  provision  for
refundable  Federal  income tax has been made in the  accompanying  statement of
loss because no recoverable taxes were paid previously.  Similarly,  no deferred
tax  asset  attributable  to  the  net  operating  loss  carryforward  has  been
recognized, as it is not deemed likely to be realized.

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

                                                    2004           2003
                                                 -----------    -----------
Refundable Federal income tax attributable to:
Current operations                               $   (36,000)   $   (57,000)
Less, Change in valuation allowance                   36,000         57,000
                                                 -----------    -----------
                                                 $      --      $      --
                                                 ===========    ===========


The  cumulative  tax effect at the  expected  rate of 34% of  significant  items
comprising our net deferred tax amount is as follows.

                                                  2004           2003
                                               -----------    -----------
Deferred tax asset attributable to:
Net operating loss carryover                   $ 1,400,000    $ 1,360,000
Less, Valuation allowance                       (1,400,000)    (1,360,000)
                                               -----------    -----------
       Net deferred tax asset                  $      --      $      --
                                               ===========    ===========

                                      -29-
<PAGE>

At November 30, 2004 we had an unused net operating loss carryover approximating
$4,100,000  that is  available  to offset  future  taxable  income;  it  expires
beginning in 2017.


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 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.

Other  than the  above  Twistee  Treat  is not  currently  involved  not does it
anticipate being involved in any lawsuits and claims asserted against it.


                                      -30-