EXHIBIT 31.2

                                  CERTIFICATION

I, James Tilton, certify that:

      1.    I have  reviewed  this annual report on Form 10-KSB of Twistee Treat
            Corporation;

      2.    Based on my  knowledge,  this  report  does not  contain  any untrue
            statement  of a  material  fact  or omit to  state a  material  fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report,  fairly present in all material
            respects the financial  condition,  results of  operations  and cash
            flows of the small  business  issuer  as of,  and for,  the  periods
            presented in this report;

      4.    I  am  responsible  for  establishing  and  maintaining   disclosure
            controls and procedures (as defined in Exchange Act Rules  13a-15(e)
            and 15d-15(e)) for the small business issuer and have:

            a)    Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  my supervision,  to ensure that material  information relating
                  to the  small  business  issuer,  including  its  consolidated
                  subsidiaries,  is made  known  to me by  others  within  those
                  entities,  particularly during the period in which this report
                  is being prepared;

            b)    Paragraph   omitted   in   accordance   with  SEC   transition
                  instructions contained in SEC Release No. 33-8238;

            c)    Evaluated the  effectiveness  of the small  business  issuer's
                  disclosure  controls  and  procedures  and  presented  in this
                  report  my  conclusions   about  the   effectiveness   of  the
                  disclosure  controls  and  procedures,  as of  the  end of the
                  period covered by this report based on such evaluation; and

            d)    Disclosed  in this  report  any  change in the small  business
                  issuer's  internal  control  over  financial   reporting  that
                  occurred  during the small  business  issuer's  fourth  fiscal
                  quarter that has materially affected,  or is reasonably likely
                  to materially  affect,  the small business  issuer's  internal
                  control over financial reporting; and

      5.    I have  disclosed,  based on my most recent  evaluation  of internal
            control over financial  reporting,  to the small  business  issuer's
            auditors and the audit committee of small business issuer's board of
            directors (or persons performing the equivalent functions):

            a)    All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  small business issuer's ability to record, process,  summarize
                  and report financial information; and

            b)    Any fraud,  whether or not material,  that involves management
                  or other  employees who have a  significant  role in the small
                  business issuer's internal control over financial reporting.

Date:  March 30, 2004

                                        By: /s/ James Tilton
                                           -------------------------------------
                                           James Tilton,
                                           Chief Financial Officer