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

                                   FORM 10-KSB
(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, 2003

[ ]     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 small business issuer as specified in its charter)

               NEVADA                                    22-3617931
  -------------------------------           ---------------------------------
  (State or other jurisdiction of           (IRS Employer Identification No.)
   incorporation or organization)

             2983 Ravenswood Rd., Ft. Lauderdale, Florida 33312
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                 (877) 667-9377
                        -------------------------------
                        (Registrant's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

Securities registered under Section 12(g) of the Exchange Act:

                    COMMON STOCK, $.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. |_|

     The issuer's  revenues for the most recent  fiscal year ended  November 30,
2003 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,  2004,  was  approximately
$592,002.

     As of March 30, 2004 the issuer had 6,577,795 shares of common stock, $.001
par value per share outstanding.

                    Documents Incorporated by Reference: NONE

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

<PAGE>

                            TWISTEE TREAT CORPORATION
                                  FORM 10-KSB
                          YEAR ENDED NOVEMBER 30, 2003
                                      INDEX

                                     Part I

    Item 1.             Description of Business

    Item 2.             Description of Property

    Item 3.             Legal Proceedings

    Item 4.             Submission of Matters to a Vote of
                        Security Holders

                                     Part II

    Item 5.             Market for Common Equity and Related
                        Stockholder Matters

    Item 6.             Management's Discussion and Analysis or
                        Plan of Operation

    Item 7.             Financial Statements                               F-

    Item 8.             Changes in and Disagreements with
                        Accountants on Accounting and Financial
                        Disclosure

    Item 8A.            Controls and Procedures

                                    Part III

    Item 9.             Directors, Executive Officers, Promoters
                        and Control Persons; Compliance with
                        Section 16(a) of the Exchange Act

    Item 10.            Executive Compensation

    Item 11.            Security Ownership of Certain Beneficial
                        Owners and Management and Related Stockholder
                        Matters

    Item 12.            Certain Relationships and Related
                        Transactions

    Item 13.            Exhibits and Reports on Form 8-K

                        (a)   Exhibits

                        (b)   Reports on Form 8-K

    Item 14.            Principal Accountant Fees and Services

    Signatures

<PAGE>

                          FORWARD LOOKING STATEMENTS

     In this registration statement references to "Interactive Marketing," "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 fact 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  Interactive  Marketing's
control.  These  factors  include  but are not  limited to  economic  conditions
generally and in the industries in which Interactive  Marketing may participate;
competition   within   Interactive   Marketing's   chosen  industry,   including
competition from much larger competitors;  technological advances and failure by
Interactive Marketing to successfully develop business relationships.

<PAGE>

                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

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

      As of November 30, 2003,  the Company had three inactive  franchises.  The
Company 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.  The
Company  conducted no operations  during the last 2 fiscal years ended  November
30, 2003 and 2002 and is currently in  discussions  with  potential  partners to
pursue its business strategy.

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

      During our 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.
Twistee Treat licensed the rights in Canada to a group who collectively  have 37
years of  experience  in the ice cream  franchise  business  with Good Humor and
Breyers Ice Cream. One of the principals of our Canadian  franchisee  previously
owned 5  franchises,  and became  regional  franchise  manager  and  another was
national  operations manager  responsible for product  distribution and sales in
support of 300  distribution  units  across  Canada.  The group opened its first
Twistee  Treat  store in July  2000,  and has since  opened an  additional  four
franchise stores.

ITEM 2. DESCRIPTION OF PROPERTY

      The Company's  principal executive office is located in the home of Steven
Levin,  the  Company's  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

      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.

      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.

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

     None.

<PAGE>

                                   PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our common stock is traded 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, 2003 and 2002,  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
----        -------               ----                  ---
2003        First Quarter         $.17                  $.05
            Second Quarter        $.11                  $.03
            Third Quarter         $.045                 $.03
            Fourth Quarter        $.017                 $.025

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

      Twistee Treat has  authorized a total of  50,000,000  shares of its Common
Stock,  $0.001 par value per share.  As of November 30, 2003,  we had a total of
5,577,795  shares of our  Common  Stock  issued  and  outstanding.  We have also
authorized  10,000,000 shares of preferred stock,  $0.001 par value, and none of
them  are  outstanding.  Management  has  the  right  to  control  84.2%  of our
outstanding  shares.  We have  6,000,000  common  shares  subject  to options to
purchase shares at a price of $.03 per share at any time until their  expiration
in November 2003. In addition there are 91,000 common shares subject to warrants
to purchase shares at a price of $.075 per share which expire in December 2007.

Dividends.

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

Private Equity Transactions.

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

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

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

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

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

      On July 29, 2002,  Twistee Treat entered into a settlement  agreement with
its former  President,  Steven  Wells.  Twistee  Treat  agreed to pay Mr.  Wells
$25,000 in cash for 125,000 (post reverse  split) shares of his common stock and
an option to acquire  250,000  shares  (post  reverse  split) of common stock at
$0.20 per share and release all claims against Twistee Treat. The 125,000 common
shares were immediately canceled.

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

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 fact are "forward-looking statements."
Forward-looking   statements  may  be  identified  by  use  of   forward-looking
terminology such as "believe," "intends," "may," "will," "expects,"  "estimate,"
"anticipate,"  "continue,"  or similar  terms,  variations of those terms or the
negative of those terms.

Overview.

      Twistee Treat operated and franchised soft-serve ice cream desserts and an
assortment  of  other  foods  and  beverages  in  its  proprietary,  cone-shaped
buildings  and  kiosks.  Incorporated  under the laws of  Missouri  in 1997,  we
redomiciled by merger into a Delaware  corporation in June of 1999 with the name
Twistee Treat Corporation.  On April 6, 2000, we purchased a  publicly-reporting
Nevada  corporation,  Perfection Plus, Inc., as described more fully in our Form
8-K filed with the Securities  and Exchange  Commission on April 8, 2000, and as
subsequently  amended.  In 1998,  Stephen  Wells,  formerly the president of our
largest franchisee (Twistee Treat of the Southeast,  Inc.), became our President
and Chief Executive Officer.  Mr. Wells continued the testing program,  begun in
1999, of our "Express  Grill" unit, a full-service  restaurant  loosely based on
the design of the Brazier  units  operating  by "Dairy  Queen."  During the year
ended  November  30,  2003,  the Company did not have any  operations  and as of
November 30, 2003, it had three inactive franchises.

<PAGE>

Operating Expenses.

      Operating  expenses  for the fiscal year ended  November  30, 2003 equaled
$165,849 compared to $(180,869) for the same period ended November 30, 2002. The
increase in operating expenses is primarily due to the inclusion of a ($246,386)
gain on  settlement  resulting  from our  settlement  agreement  with our former
president and the cancellation of other obligations that had no support and that
have not been pursued by debtors for  ($177,114)  for the period ended  November
30,  2002.  There was an  increase in payroll and  contractual  compensation  of
$69,855, and a decrease in other general and administrative expenses of $60,731.
Other  general and  administrative  expenses  incurred by us for the fiscal year
ended  November 30, 2003 were $32,402 as compared to $93,133 for the fiscal year
ended November 30, 2002.  Our  consulting  fees were $43,700 for the fiscal year
ended  November 30, 2003 as compared to $95,000 for the year ended  November 30,
2002.  This  resulted  in a decrease of  $51,200.  As a result of our  operating
expenses,  we experienced a loss from operations of $165,849 for the fiscal year
ended  November  30, 2003,  compared to income from  operations  $(180,869)  for
fiscal year 2002. The largest factor  attributable  to the loss from  operations
was the  inclusion  of a ($423,500)  gain on  settlement  for the period  ending
November 30, 2002.

Net Loss Per Share.

      Twistee  Treat's  net loss per common  share and  equivalence  - basic and
diluted for the fiscal year ended  November  30, 2003  equaled  $(.03) per share
compared to net income per common share for the year ended  November 30, 2002 of
$.07.

Liquidity and Capital Resources.

      As of  November  30,  2003,  we had  cash  of  $1,417.  Net  cash  used in
operations  in fiscal year 2003 was  $144,505,  an increase of 25% from $115,214
(representing  the amount of net cash used in operations  during the same period
in 2001).  Non-cash  adjustments  for fiscal year 2003  primarily  consisted  of
depreciation  and  amortization  of $27,792 and non-cash  adjustments for fiscal
year 2002  included a gain on  settlement  of $423,500  and $90,000  from common
stock options issued for services.

      Our debt  structure  includes  total  current  liabilities  of $248,869 at
November 30, 2003.

      Cash flows from financing activities by Twistee Treat totaled $129,960 for
the fiscal year ended November 30, 2003, consisting of proceeds from the sale of
common stock of $92,960 and advances of $37,000.

      Twistee  Treat has no credit  line or other bank debt,  and has  generated
cash for its operations from the sale of our common stock,  $.0001 par value. As
of November 30, 2003, the Company has an accumulated  deficit of $3,923,989.  We
require equity or debt financing to restart our  operations.  To the extent that
we cannot obtain such financing on terms that we would consider favorable, or at
all,  it  could  have a  materially  adverse  impact  on  our  ability  to  have
operations,  if at all, and take advantage of the opportunities we would like to
develop  during fiscal year 2004 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.

Risk Factors.

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

      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 financial statements for the year ended

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None

<PAGE>

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 subsidiaries
      would be made known to them by others within those entities.

(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.

                                   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           38       Chief Executive Officer and Director
James Tilton           42       President, Chief Financial Officer,
                                Secretary, and Director
Gordon Wilson          61       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.

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 2003. Based on stockholder  filings with the SEC, Steven Levin is subject
to Section 16(a) filing requirements.

<PAGE>

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.

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                           LONG-TERM COMPENSATION
                                                   ----------------------------------
                            ANNUAL COMPENSATION          AWARDS       PAYOUTS
                          -----------------------  ------------------ -------
                                                           SECURITIES
                                                            UNDERLY-
                                           OTHER      RE-     ING       ALL
                                           ANNUAL  STRICTED OPTIONS/   OTHER
NAME AND PRINCIPAL                         COMPEN-  STOCK     SARs     LTIP    COMPEN-
     POSITION       YEAR  SALARY   BONUS   SATION  AWARD(S) (NUMBER)  PAYOUTS  SATION(1)
------------------  ----  -------  -----   ------  -------- --------  -------  ---------
<S>                 <C>    <C>       <C>     <C>      <C>      <C>       <C>      <C>
Steven Levin        2003   $59,855   --      --       --       --        --       --
CEO and Director    2002   $30,000   --      --       --       --        --       --

Stephen Wells       2003   $     0   --      --       --       --        --       --
Former President,   2002   $25,000   --      --       --       --        --       --
</TABLE>

(1) The named executive  officers did not receive  perquisites or other benefits
valued in excess of 10% of the total reported annual salary and bonus.

Compensation of Directors

     We do not have any standard  arrangement for  compensation of our directors
for  any  services  provided  as  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,  2003,  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, 2003 there were  5,577,795  shares
issued and outstanding of record.

Name and Address of                           Shares of     Percentage as of
Beneficial Owners                          Common Stock     November 30, 2003
-----------------                          ------------     -----------------
James Tilton (1)(2)                           3,125,000                 36.4%
Steven Levin (1)(2)                           3,000,000                 35.0%
George Levin                                  1,000,000                 17.9%
Gordon Wilson                                   100,000                  1.8%
All Executive Officers and Directors
As a group (3 persons)                        7,225,000                 84.2%

*     Less than one percent
(1)   The business  address of each individual is the same as the address of the
      Company's principal executive offices.
(2)   Includes  3,000,000  exercisable  options at an exercise price of $.03 per
      share which expire in November 2004.

CHANGES IN CONTROL

     The Company does not anticipate any changes in control of the Company.

<PAGE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In May 2003,  we granted  3,000,000  options  to each of Steven  Levin and
James  Tilton with an exercise  price of $.03 per share which expire in November
2004.

      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.

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

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

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

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

      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.

      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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

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

      (b) REPORTS ON FORM 8-K

      The Company  did not file any reports on Form 8-K during the last  quarter
of the fiscal period covered by this report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

      The aggregate  fees billed for each of the fiscal years ended November 30,
2003 and 2002 and for professional services rendered by the principal accountant
for the audit of the Company's  annual  financial  statements was $0 and $3,600,
respectively,  as the  Company's  principal  accountant  has not yet  billed the
Company for the November 30, 2003 audit.  The aggregate  fees billed for each of
the fiscal years ended November 30, 2003 and 2002 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 $1,600 and $2,900, respectively.

<PAGE>

AUDIT RELATED FEES

None

TAX FEES

None

ALL OTHER FEES

      The aggregate  fees billed for each of the fiscal years ended November 30,
2003  and  2002  and  for  products  and  services  provided  by  the  principal
accountant, other than the services reported above was $643 and $1,509.

<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, 2003, 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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Twistee Treat Corporation as of
November 30, 2003,  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 $247,452 and
at  November  30, 2003 had a capital  deficit of  $182,954.  Twistee  Treat will
require  additional  working capital to develop its business until Twistee Treat
either (1)  restart  operations  and  achieve a level of  revenues  adequate  to
generate  sufficient  cash  flows  from  operations;  or (2)  obtain  additional
financing.  These  conditions  raise  substantial  doubt about  Twistee  Treat's
ability to continue  as a going  concern.  Management's  plans in regard to this
matter are also  described in Note 2. The  accompanying  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.


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

March 12, 2004

<PAGE>

                            TWISTEE TREAT CORPORATION
                                  BALANCE SHEET
                                November 30, 2003

                                     ASSETS

Current assets
  Cash                                                              $     1,417
                                                                    -----------
    Total current assets                                                  1,417

Property and equipment, net                                              64,498
                                                                    -----------
                                                                    $    65,915
                                                                    ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                             $   191,869
  Advances - shareholders                                                37,000
  Note payable - shareholders                                            20,000
                                                                    -----------
    Total current liabilities                                           248,869
                                                                    -----------

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,
    5,577,795 shares issued and outstanding                                 558
Additional paid in capital                                            3,840,477
Accumulated deficit                                                  (3,923,989)
                                                                    -----------
                                                                        (82,954)
Less: subscriptions receivable                                         (100,000)
                                                                    -----------
  Total Stockholders' Deficit                                          (182,954)
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $    65,915
                                                                    ===========

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

<PAGE>

                            TWISTEE TREAT CORPORATION
                            STATEMENTS OF OPERATIONS

                                                       For the Years Ended
                                                            November 30,
                                                  -----------------------------
                                                      2003              2002
                                                  -----------       -----------
Operating expenses:
  Payroll and contractual compensation            $    59,855       $        --
  Consulting                                           43,800            95,000
  Legal and professional                                2,000            26,708
  Depreciation                                         27,792            27,790
  Other general and administrative expenses            32,402            93,133
  Gain on settlements                                      --          (423,500)
                                                  -----------       -----------
                                                      165,849          (180,869)
                                                  -----------       -----------

Income (loss) from operations                        (165,849)          180,869

Other income (expense):
  Interest (expense)                                   (2,948)           (8,328)
  Interest income                                          --               404
                                                  -----------       -----------
                                                       (2,948)           (7,924)
                                                  -----------       -----------

Net income (loss)                                 $  (168,797)      $   172,945
                                                  ===========       ===========

Net income (loss) per share:
  Basic and diluted                               $     (0.03)      $      0.07
                                                  ===========       ===========

Weighted average shares outstanding:
  Basic and diluted                                 4,874,370         2,605,973
                                                  ===========       ===========

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

<PAGE>

                            TWISTEE TREAT CORPORATION
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
                      For the Years Ended November 30, 2003

<TABLE>
<CAPTION>
                                       Common Stock             Additional
                                 --------------------------      paid in     Accumulated   Subscription
                                   Shares         Amount         capital       deficit      Receivable
                                 -----------    -----------    -----------   -----------    -----------
<S>                                <C>          <C>            <C>           <C>            <C>
Balance,
  November 30, 2001                2,022,795    $       202    $ 3,546,873   $(3,928,137)   $  (175,000)

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

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

Stock subscription collections
                                          --             --             --            --         75,000

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

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

Balance,
  November 30, 2002                3,007,795            301      3,747,774    (3,755,192)      (100,000)

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

Proceeds from the sale
  of common stock for
  $0.03 per share                  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)
                                 ===========    ===========    ===========   ===========    ===========
</TABLE>

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

<PAGE>

                            TWISTEE TREAT CORPORATION
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                    For the Years Ended
                                                                        November 30,
                                                                  ----------------------
                                                                    2003         2002
                                                                  ---------    ---------
<S>                                                               <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITES:
  Net income (loss)                                               $(168,797)   $ 172,945
    Adjustments to reconcile net loss to cash used in operating
      activities:
        Depreciation and amortization                                27,792       27,790
        Provision for bad debt                                           --       17,484
        Common stock and options for services                            --       90,000
        Gain on settlements                                              --     (423,500)
Changes in operating assets and liabilities:
  Note receivable and other assets                                       --        1,150
  Accounts payable and accrued expenses                              (3,500)      (1,083)
                                                                  ---------    ---------

NET CASH USED IN OPERATING ACTIVITIES                              (144,505)    (115,214)
                                                                  ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITES:
  Proceeds form shareholder advances                                 37,000           --
  Payments on notes payable                                              --      (57,146)
  Proceeds from the sale of common stock                             92,960      186,000
                                                                  ---------    ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                           129,960      128,854
                                                                  ---------    ---------

NET INCREASE (DECREASE) IN CASH                                     (14,545)      13,640

Cash, beginning of period                                            15,962        2,322
                                                                  ---------    ---------
Cash, end of period                                               $   1,417    $  15,962
                                                                  =========    =========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                                   $      --    $      --
  Income taxes paid                                               $      --    $      --
</TABLE>

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

<PAGE>

                            TWISTEE TREAT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

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

Prior to November 30, 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.

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.

<PAGE>

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

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

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

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

Income Taxes

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

Stock-Based Compensation

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

Basic Income (Loss) Per Share

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

Recent Accounting Pronouncements

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

NOTE 2 - Financial Condition And Going Concern

Twistee  Treat has negative  working  capital of $247,452  and has  historically
incurred  losses,  and at November  30, 2003 had a capital  deficit of $182,954.
Because of these historical losses and because Twistee Treat ceased  operations,
Twistee Treat will require  additional  working capital to develop and renew its
business operations.

<PAGE>

Twistee  Treat  intends to raise  additional  working  capital  through  private
placements,  public  offerings  and/or  bank  financing.  As of March 12,  2004,
Twistee Treat is in discussions  with several  investors,  however no definitive
agreements have been reached.

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

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

NOTE 3 - Property and Equipment

Property and equipment consisted of the following at November 30, 2003:

                                                             2003
                                                          ----------
    Furniture and fixtures                                $   16,856
    Equipment                                                118,098
    Restaurant equipment                                      15,634
    Molds                                                    215,000
                                                          ----------
                                                             365,588
    Less: Accumulated depreciation                           301,090
                                                          ----------
                                                          $   64,498
                                                          ==========

Depreciation expense totaled $27,792 and $27,790 in 2003 and 2002, 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.

<PAGE>

NOTE 5 - SHAREHOLDER ADVANCES

Twistee  Treat has  advances  of  $37,000  due upon  demand  with  shareholders.
Interest has been imputed at 8%.

NOTE 6 - Stockholders' Equity

Common and Preferred Stock

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

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.

During the year ended November 30, 2002,  Twistee Treat issued  1,110,000 shares
of common stock for services valued at $111,000 or $0.01 per share.

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

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

In March  2000,  Twistee  Treat  offered  subscriptions  pursuant to Rule 504 of
Regulation D of the Securities Act of 1933, as amended, of 800,000 (post reverse
split) shares of common stock to  accredited  investors.  The purchase  price is
$1.25 (post reverse split) per share.  As of March 31, 2000,  subscriptions  for
8,000,000  shares totaling  $1,000,000 were received at which time the offer was
closed. As of November 30, 2003,  Twistee Treat has received cash  consideration
of $900,000 for the common stock subscribed.

Warrants

Twistee Treat has warrants outstanding to purchase 91,000 shares of common stock
at an exercise price of $0.75 per share. The warrants expire in January 2007.

<PAGE>

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 expire November 30, 2004.

On November  12,  2002,  Twistee  Treat  issued  3,000,000  options to the chief
executive  officer and 3,000,000  options to the chief  financial  officer.  The
options immediately vested and have an exercise price of $0.03 and have a 1 year
term. The options expired November 12, 2003.

The  pro  forma  effect  on  net  loss  as if  the  fair  value  of  stock-based
compensation  had been  recognized as  compensation  expense on a  straight-line
basis  over the  vesting  period of the stock  option or  purchase  right was as
follows for the years ended November 30, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                       2003           2002
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Net income (loss), as reported                                     $  (168,797)   $   172,945
Less: stock-based employee compensation expense determined
under fair-value based method for all awards, net of related tax
effects                                                             (4,245,956)       (90,000)
                                                                   -----------    -----------

Pro forma net income (loss)                                        $(4,414,753)   $    82,945
                                                                   ===========    ===========

Net income (loss) per share:
  As reported - basic and diluted                                  $     (0.04)   $      0.07
                                                                   ===========    ===========

  Pro forma - basic and diluted                                    $     (0.91)   $      0.03
                                                                   ===========    ===========
</TABLE>

NOTE 7 - Income Taxes

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

                                             2003                    2002
                                        ----------------       -----------------
Current provision                       $             --       $              --
Deferred provision                                    --                      --
                                        ----------------       -----------------
                                        $             --       $              --
                                        ================       =================

Deferred income taxes consist of the following at November 30:

                                                   2002                 2001
                                               -----------          -----------
Long-term:
  Deferred tax assets                          $ 1,360,000          $ 1,302,000
  Valuation allowance                           (1,360,000)          (1,302,000)
                                               -----------          -----------
                                               $        --          $        --
                                               ===========          ===========

For the years  ended  November  30,  2003 and 2002,  Twistee  Treat had  taxable
losses,  and  therefore,  has no tax  liability.  The  net  deferred  tax  asset
generated by the loss carry-forward has been fully reserved.  The cumulative net
operating loss  carryforward is  approximately  $4,000,000 at November 30, 2003,
and will expire in the years 2016 through 2023.

<PAGE>

NOTE 8 - Commitments and Contingencies

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

Litigation, Claims, Assessments

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

NOTE 9 - SUBSEQUENT EVENT

In February  2004,  Twistee  Treat  entered into an exclusive  agreement  with a
corporate  advisor to provide  financial,  merger and  acquisition and corporate
strategy  services for an  indefinite  period,  either party may  terminate  the
agreement with 6 months notice. In connection with the agreement,  Twistee Treat
has paid  $20,000  and  issued  1,000,000  shares  of common  stock and  300,000
warrants with an exercise price of $0.085.  The warrants  expire in January 2007
and have a cashless feature.

<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)