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, 2005

[ ]       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 [X] No [ ]
]

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, 2005
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, 2005
                                      INDEX

Part I
Item 1.  Description of Business..............................................2
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.......................................10
Item 8.  Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure...................................10
Item 8A.          Controls and Procedures....................................10

Part III

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


<PAGE>


                           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.


                                     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 dessert
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.


                                      -2-
<PAGE>
         As of November 30, 2005, 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  attempting  to raise  funding for its
product  line  or  engage  in  alternative  business  activities  by  merger  or
acquisition.  The Company conducted no direct operations during the last two (2)
fiscal years ended November 30, 2004 and 2005, respectively.

         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,  a prior  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
financing for the Company due to market conditions;  therefore,  the Company has
had to refocus its direction and is currently  attempting to negotiate alternate
funding or a reorganization, as outlined under Item 6 of Management's Discussion
and Analysis. Twistee Treat has no current contracts, commitments or funding for
development.

         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
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.
These  franchises and the remaining  operations  were  terminated in fiscal year
2003 as they did not generate sufficient operating revenues. The Company did not
conduct any revenue producing activities in fiscal year 2004 or 2005.

         Twistee Treat licensed its 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 between Twistee Treat and
the Canadian franchisee,  the Canadian franchise is not paying franchise fees to
Twistee Treat.

                                      -3-
<PAGE>

SIGNIFICANT CURRENT AND SUBSEQUENT EVENTS

     o   Twistee  Treat was informed  during the first  quarter of 2006 that its
         Canadian  franchise had terminated an anticipated  reorganization  with
         Twistee. As a result,  Twistee may consider pursuing its pending claims
         against this Canadian franchise,  as more particularly  described under
         Management's Discussion and Analysis, (Item 6).
     o   Twistee Treat has no present plans to pursue  development  or marketing
         of  its  proprietary  snack  food  items  which  likely  would  require
         substantial new capital to pursue. Twistee Treat has no present funding
         commitments or revenue creating activities.
     o   The Company  maintains its status as a publicly traded inactive company
         from certain  advances and loans made by Mr. James  Tilton,  one of its
         principal shareholders.
     o   The Company is  continuing  to work with a  shareholder,  who is also a
         licensed broker/dealer on a current  non-contractual,  non-fee informal
         basis to  identify  possible  merger or  acquisition  candidates  or to
         obtain  funding for  development of its existing  proprietary  business
         techniques, design and products.

ITEM 1A. RISK FACTORS

(1) Potential Reorganization

The Company is  presently  involved in plans to move forward to seek a potential
reorganization  or acquisition  as outlined under the Management  Discussion and
Analysis,  but there is no assurance that such reorganization will be completed.
If a  reorganization  does not occur, the Company would be without any immediate
prospects of funding to restart any type of ongoing operations and may be forced
into a position to terminate as an entity. If any  reorganization or acquisition
is  completed,  the  Company  will most  likely  have an  entirely  new Board of
Directors  and new  management  personnel  and  may  pursue  unrelated  business
activities.

(2) Lack of Control

In its present situation, or if a proposed reorganization is completed,  Twistee
Treat will not be in position  where the  "non-affiliated  public  shareholders"
will have control of Twistee Treat, 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 a
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.

                                      -4-
<PAGE>

(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 no operations
in fiscal year 2004 and no revenues or  income-producing  activities in 2005 and
is not likely to be able to engage in any income-producing  activities without a
substantial  infusion of capital  either  through a  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 a 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 has  historically  been  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.

(6) New Management

         The Company, if reorganized, will receive new management which will not
have a proven track record in the operation of this  company,  nor may they have
experience in the operation or management of a public  company.  This  potential
unknown  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.

(7) Current Status as Inactive Public Company

         At  present,  Twistee  Treat is an  inactive  public  company.  In this
capacity  it has no revenues  and limited  management.  Essentially,  Mr.  James
Tilton,  as president and as a principal  shareholder,  has advanced the minimum
amounts believed  necessary to maintain Twistee Treat's corporate status and its
listing as a small public  company.  There is no assurance  Mr.  Tilton,  or any
associated  parties,  can or will continue to advance these  maintenance  funds.
Even if such maintenance funds are advanced,  there is a possibility that future


                                      -5-
<PAGE>

rule making by the NASD,  SEC or state  securities  regulatory  agencies may not
limit or terminate  the status of Twistee  Treat as a public  company.  Further,
even if maintenance  funding continues,  there may never be realized  sufficient
funding to engage in the  historical or any other  business by Twistee Treat and
there is no assurance a merger or acquisition candidate will be located.

ITEM 2. DESCRIPTION OF PROPERTY

     The Company's  principal  executive office is presently located in the home
of Steven Levin, the Company's acting vice president, 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, 2004 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 the cone shaped  design  employed by the Company.
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.  In 2005 the  Company  did not  actively  pursue  this  litigation
pending a potential  reorganization  with this franchisee  defendant which would
obviate and discharge this litigation, if completed.  However, based upon recent
notice of Twistee Treat of Canada not to further  pursue a  reorganization,  the
Company  will have to  determine  the status of the  litigation;  and,  if still
viable, whether it can afford to further prosecute these claims.

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

         There were no shareholder  votes taken in fiscal year 2005. 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, 2005 and
2004,  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
----     -------                    ----               ---

2005     First Quarter              $.04              $.03
                  Second Quarter    $.04              $.035
                  Third Quarter     $.045             $.04
                  Fourth Quarter    $.07              $.03

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

         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, 2005,  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.

                                      -7-
<PAGE>

         In November,  2004,  Twistee  Treat  cancelled  30,000 shares of common
stock.

         On April 24,  2004,  Twistee  Treat issued  1,000,000  shares of common
stock for $30,000.00 or $0.03 per share.

         On February 25, 2004,  Twistee  Treat issued  100,000  shares of common
stock for $3,000.00 or $0.03 per share.

         On February 14, 2004,  Twistee Treat issued  1,500,000 shares of common
stock for $45,000.00 or $0.03 per share.

         There were no funding activities or stock issued in 2005.

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,  2005,  the Company did not have any direct  operations  and
owned 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 2005,  but  terminating  in the first  quarter of 2006,
Twistee Treat was in  reorganization  discussions with its Canadian  franchisee,
Twistee  Treat of Canada.  At present,  these  reorganization  discussions  have
terminated  and the Company  intends to pursue  informal  merger or  acquisition
discussions  with various third parties  directly and through the efforts of one
of its shareholders, who is a licensed broker-dealer.

OPERATING EXPENSES

         Operating  expenses for the fiscal year ended November 30, 2005 equaled
$7,575.00  compared to $98,709.00  for the same period ended  November 30, 2004.
The  decrease  in  operating  expenses  is  primarily  due to a decrease  in all
depreciation and impairment expenses and a decrease in most overhead expenses as
an inactive company.

         Other general and administrative expenses incurred by us for the fiscal
year ended  November 30, 2005 were  $7,575.00 as compared to $29,749.00  for the
fiscal  year ended  November  30,  2004.  The  company  experienced  a loss from
operations of $12,935.00 for the fiscal year ended  November 30, 2005,  compared
to a loss from operations of $106,469 for fiscal year ending November 30, 2004.

NET LOSS PER SHARE

         Twistee  Treat's net loss per common share and  equivalence - basic and
diluted - for the fiscal year ended  November 30, 2005 equaled  $(Nil) per share
compared to net loss per common per share for the year ended  November  30, 2004
($0.01).

LIQUIDITY AND CAPITAL RESOURCES

         As of November  30,  2005,  the  Company had no cash.  Net cash used in
operations  in fiscal year 2005 was  $2,200.00 as advanced by a  shareholder,  a
decrease of approximately  94% from $34,462.00  (representing  the amount of net
cash used in operations  during the same period in 2004).  Non-cash  adjustments
for fiscal year 2005 primarily  consisted of  depreciation  and  amortization of
$0.00 and  non-cash  adjustments  for fiscal  year 2005  consisting  of $0.00 of
depreciation  and  amortization.  The Company has been wholly  sustained  in its
limited maintenance operations by advances from its principal  shareholder,  Mr.
James Tilton, and by accruing, but not currently paying, many expenses for legal
and accounting.

         Our debt structure includes total current liabilities of $257,358.00 on
November 30, 2005, as explained above.

                                      -9-
<PAGE>

         Twistee Treat has no credit line or other bank debt,  and has generated
cash for its operations  solely from advances by Mr. Tilton.  As of November 30,
2005, the Company has an accumulated deficit of $4,043,939.00.

         We would 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 and to take advantage of the  opportunities  we would like to
develop  during fiscal year 2006 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. Alternatively, Twistee Treat continues to
seek merger or acquisition candidates.

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 or find a suitable merger or acquisition 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, 2005.

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


                                      -10-
<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.

                                    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               41       Chief Executive Officer and Director
James Tilton               45       President, Chief Financial Officer,
                                      Secretary, and Director
Gordon Wilson              64       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


                                      -11-
<PAGE>

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,  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 2005.

                                 CODE OF ETHICS

         The Board of  Directors  adopted a Code of  Ethics  in  November  2004,
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.


                                      -12-
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The following  table shows  compensation  of our officers and directors
for the last four completed fiscal years ended November 30, 2004.
<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
President and          2005   $0              --            --             --          --           --           0
Director               2004   $0              --            --             --          --           --
                       2003   $0
---------------------- ------ ------------ -------- ---------------- ----------- ------------ ------------ -----------
Mr. Steven Levin,
CEO and Director       2005   $0              --              --           --          --           --           0
                       2004   $0              --
                       2003   $59,855
---------------------- ------ ------------ -------- ---------------- ----------- ------------ ------------ -----------
</TABLE>

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, 2005,  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, 2005 there were  7,577,795  shares
issued and outstanding of record.

                                      -13-
<PAGE>

Name and Address of                         Shares of         Percentage as of
Beneficial Owners *                         Common Stock      November 30, 2005
-----------------                           ------------      -----------------
                                     (Including Option Rights)

James Tilton (1)(2)                          3,125,000              27.2%
Steven Levin (1)(2)                          3,000,000              26.1%
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              28.4%
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.

CHANGES IN CONTROL

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

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In May 2004, we granted 3,000,000 in share 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, 2007
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.  In fiscal
year 2004, the Company  borrowed an additional  $__________  from Mr. Tilton and
$7,575.00 in fiscal year 2005. At present,  the Company owes a principal balance
to Mr. Tilton of $__________.

                                      -14-
<PAGE>

         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 2004 and included in the foregoing table.

         In October 2004,  Twistee Treat  received  advances of $30,000 due upon
demand  from a  shareholder.  The  advances  are  non-interest  bearing  and are
unsecured.

         In August  2004,  Twistee  Treat  received  advances of $2,000 due upon
demand  from a  shareholder.  The  advances  are  non-interest  bearing  and are
unsecured.

         In July 2004, Twistee Treat received advances of $5,000 due upon demand
from a shareholder. The advances are non-interest bearing and are unsecured.

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, 2005 and 2004 and for professional services rendered by the principal
accountants
for the audit of the Company's annual financial statements was $_______________
and $_______________, respectively. The Company's principal current auditor has
not yet billed the Company for the November 30, 2005 audit. The aggregate fees
billed for each of the fiscal years ended November 30, 2005 and 2004 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 $_____________ and
$_________________, respectively.

                                      -15-
<PAGE>

AUDIT RELATED FEES

None

TAX FEES

None

ALL OTHER FEES

         The aggregate  fees billed for each of the fiscal years ended  November
30,  2005 and 2004 and for  products  and  services  provided  by the  principal
accountant,  other  than the  services  reported  above,  was  $0.00 in 2005 and
$___________  in 2004.  The company  currently  has accrued  fees to its present
legal counsel of approximately $14,764.00 through November 30, 2005.

ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

REPORTS ON FORM 8-K

         The  Company  filed an 8-K on May 5,  2005  indicating  the  change  in
auditors described in this Report.

                          Attached Financial Statements

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

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

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

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

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


                                      -16-
<PAGE>


                                   SIGNATURES

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

                                   REGISTRANT:

                                              TWISTEE TREAT CORPORATION

Dated:   March 31, 2006                       By: /s/ Steve Levin
       --------------------------                 ------------------------------
                                              Steve Levin,
                                              Chief Executive Officer


Dated:   March 31, 2006                       By: /s/ James Tilton
       --------------------------                 ------------------------------
                                              James Tilton,
                                              Chief Financial Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the following  persons on behalf of the  Registrant and in the capacities and on
the date indicated have signed this report below:

Dated:   March 31, 2006                       By: /s/ James Tilton
       --------------------------                 ------------------------------
                                              James Tilton, Director



Dated:   March 31, 2006                       By: /s/ Steve Levin
       --------------------------                 ------------------------------
                                              Steve Levin, Director



Dated:   March 31, 2006                       By: /s/ Gordon Wilson
       --------------------------                 ------------------------------
                                              Gordon Wilson, Director



                                      -17-

                            Twistee Treat Corporation
                          Index to Financial Statements







<PAGE>









              Balance Sheets.....................................Page 2


              Statements of Operations...........................Page 3


              Statements of Shareholders' Equity................. Page 4


              Statements of Cash Flows............................Page 5





<PAGE>


                            TWISTEE TREAT CORPORATION
                                 Balance Sheets
                           November 30, 2005 and 2004


                                                          November 30
ASSETS                                                       2005
                                                          -----------

CURRENT ASSETS
   Cash                                                   $      --

                                                          -----------
     Total Current Assets                                        --
                                                          -----------
                                                            1,111,111

          TOTAL ASSETS                                    $      --
                                                          ===========

LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable and accrued expenses                  $   225,414
   Advances-shareholders                                       13,662
   Note payable-shareholders                                   20,000

                                                          -----------
     Total Current Liabilities                                259,076


                                                          -----------
          TOTAL LIABILIITES                                   259,076

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                                     (4,045,111)

   Less: subscriptions receivable                            (100,000)

                                                          -----------
     Total Stockholders' Deficit                             (259,076)
                                                          -----------

          TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT     $      --
                                                          ===========




   The accompanying notes are an integral part of these financial statements.

                                        2
<PAGE>
                            TWISTEE TREAT CORPORATION
                             STATEMENT OF OPERATIONS
              For the fiscal Years Ended November 30, 2005 and 2004



                                                   2005           2004
                                               -----------    -----------

REVENUES                                       $      --      $      --


OPERATING EXPENSES:
   Payroll and contractual compensation               --             --
   Legal and professional                             --            4,462
   Depreciation and impairment                        --           64,498
   Other general and administrative expenses         9,293         29,749

                                               -----------    -----------
     Total Costs & Expenses                          9,293         98,709

                                               -----------    -----------
LOSS FROM OPERATIONS                                 9,293         98,709
                                               -----------    -----------

OTHER INCOME (EXPENSE)
   Interest expense                                  5,360          7,760

                                               -----------    -----------
     Total Other Income (Expense)                    5,360          7,760



                                               -----------    -----------
NET LOSS                                       $   (14,653)   $  (106,469)
                                               ===========    ===========

Net income (loss) per share                    $      --      $     (0.01)
                                               ===========    ===========


Weighted average shares outstanding              7,077,795      7,165,679



   The accompanying notes are an integral part of these financial statements.

                                                     3
<PAGE>


                            TWISTEE TREAT CORPORATION
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
              For the fiscal years ended November 30, 2005 and 2004



<TABLE>
<CAPTION>


                                                                    Additional
                                     Common Stock             Paid-In      Accumulated   Subscription    Stockholders'
                                Shares        Amount          Capital         Deficit     Receivable      (Deficit)
                              -----------    -----------    -----------   -----------    -----------    -----------
<S>                             <C>          <C>            <C>           <C>            <C>            <C>
Balance November 30, 2003       5,577,795    $       558    $ 3,840,477   $(3,923,989)   $  (100,000)   $  (182,954)


Issuance of stock for cash      1,000,000            100         29,900          --             --           30,000


Issuance of stock for debt        500,000             50         14,950        15,000           --             --


Net loss for the year ended
 November 30, 2004                   --             --             --        (106,469)          --         (106,469)


                              -----------    -----------    -----------   -----------    -----------    -----------
Balance November 30, 2004       7,077,795            708      3,885,327    (4,030,458)      (100,000)      (244,423)

Net loss for the year ended
 November 30, 2005                (14,653)       (14,653)          --            --             --             --

                              -----------    -----------    -----------   -----------    -----------    -----------
Balance December 31, 2005       7,077,795            708      3,885,327    (4,045,111)      (100,000)   $  (259,076)
                              ===========    ===========    ===========   ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>
<TABLE>
<CAPTION>
                            TWISTEE TREAT CORPORATION
                            STATEMENTS OF CASH FLOWS
              For the fiscal years ended November 30, 2005 and 2004


                                                                      2005          2004
                                                                  -----------    -----------


CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                               <C>            <C>
          Net Loss                                                ($   14,653)   ($  106,469)
   Adjustments to reconcile net loss to net cash
   used by operating activities:
          Depreciation & Amortization                                       0         16,125
          Impairment                                                        0         48,373

Changes in assets & liabilities
   Increase (decrease) in accounts payable and accrued expenses        12,453          6,092


                                                                  -----------    -----------
     Net Cash Provided (used) by Operating Activities                  (2,200)       (35,879)
                                                                  -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES                                     --             --


CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from shareholder advances                                   2,200          4,462
   Proceeds from sale of common stock                                       0         30,000

                                                                  -----------    -----------
     Net Cash Provided (used) by Financing Activities                   2,200         34,462
                                                                  -----------    -----------


NET INCREASE (DECREASE) IN CASH                                   $         0    ($    1,417)

CASH AT BEGINNING OF PERIOD                                                 0          1,417

                                                                  -----------    -----------
CASH AT END OF PERIOD                                             $         0    $         0
                                                                  ===========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                                  $      --      $      --
   Income taxes paid                                              $      --      $      --

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>
                            TWISTEE TREAT CORPORATION
                      NOTES TO FINANCIAL STATEMENTS For the
                  fiscal years ended November 30, 2005 and 2004


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,  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.  During  2004,  the Company  elected to  write-off  the
balance of its assets due to impairment. No Long-lived assets exist in 2005.

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.
                                      -6-
<PAGE>


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.

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  basis 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

                                      -7-
<PAGE>

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
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
recognize any compensation in 2005, 2004 or 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 $.03 and have eighteen  month
terms. 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,
and in November 2005 the company  extended the exercise date of these options to
November 30, 2006.  The  application of SFAS No. 123 would have no affect on the
financial data for 2005.

The fair value of each option  granted is  estimated  on the date of grant using
the  Black-Sholes  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 year.


NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

Twistee Treat has negative working capital and has historically incurred losses,
and at November 30, 2005 had a capital deficit.  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.

Twistee  Treat  intends to raise  additional  working  capital  through  private
placements,  public offerings and/or bank financing.  For the past several years
Twistee Treat has had discussions with several investors,  however no definitive
agreements were ever reached.

                                      -8-
<PAGE>

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.


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 $13,662 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. No preferred shares are outstanding at November 30, 2005.

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

At December 31, 2005 and 2004 the Company had  7,077,795  shares of common stock
outstanding.

                                      -9-
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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 $.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 $.03 and expire in  November
2006.


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 carry  forwards.  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  carry  forward  has  been
recognized, as it is not deemed likely to be realized.

At November 30, 2005 the company has an unused net operating  loss carry forward
approximating  $4,100,000 that is available to offset future taxable income. The
carry forward expires beginning in 2017.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

Twistee Treat has terminated  all leases and an officer of the company  provides
office  services  without  charge.  Such costs are  immaterial  to the financial
statements and accordingly are not reflected herein.

Litigation, Claims, Assessments

Twistee Treat has an ongoing  dispute with a law firm  regarding  past due fees.
The firm of Feldhake,  August & Roquemore LLP received a default judgment in the
amount of $16,349.94 on May 28, 2002 in the Superior Court of California, County
of Orange.

Twistee  Treat  filed a lawsuit on  February 5, 2004  against  Twistee  Treat of
Canada and an individual. The suit was filed the United States District Court in
the Southern District of Florida.  The Company is seeking a declaratory judgment
with  respect to the sole and  exclusive  right to a trademark  and service mark
relating to the cone shaped design employed by the Company. In 2005, the Company
did not actively pursue this litigation pending a potential  reorganization with
the  Canadian  franchisee  defendant  which  would  obviate and  discharge  this
litigation,  if completed.  In 2006,  Twistee Treat of Canada has decided not to
further pursue a reorganization.

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