Form S-1 SWEETS & TREATS INC.

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PROSPECTUS SUMMARY

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This summary highlights selected information contained elsewhere in this prospectus. �This summary does not contain all the information that you should consider before investing in the Common Stock. �You should carefully read the entire prospectus, including �Risk Factors�, �Management�s Discussion and Analysis of Financial Condition and Results of Operations� and the Financial Statements, before making an investment decision.�In this prospectus, the terms �Sweets & Treats DE� �Company,� �we,� �us� and �our�, �our company� refer to Sweets and Treats, Inc.

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Overview

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Incorporated on July 7, 2014 under the laws of the State of Delaware, Sweets & Treats, Inc. (�Sweets & Treats DE�) is a bakery based company in California, specializing in freshly-made cakes and cupcakes and also offering other desserts and baked goods, including cookies, scones, croissants, brownies and muffins, as well as hot and cold beverages such as drip coffees, espresso-based drinks, teas and hot chocolate. Our gourmet desserts are crafted with quality ingredients and presented in an artistic fashion.

On July 18, 2014, we completed a share exchange whereby we acquired all of the issued and outstanding shares of common stock of Sweets & Treats Inc., a company organized under the laws of California on April 13, 2011 (�Sweets & Treats CA�) in exchange for 5,000,000 shares of our Common Stock pursuant to certain share exchange agreement dated July 18, 2014 (the �Share Exchange�). Sweets & Treats CA became our wholly-owned subsidiary and we have operated our business through Sweets & Treats CA since the Share Exchange.

As we currently market our products primarily through our website, social media and personal referrals, we plan to maintain the high quality of its product and are seeking the resources to open our first retail location in the Los Angeles metropolitan area. �Our plan for the next twelve months calls for opening either a standalone or mall-based store. �We are also seeking opportunities to potentially expand into mall-based kiosk locations, which typically have an average size of approximately 100 square feet.�We anticipate that the cost of establishing its first retail location - standalone or mall-based store- will be approximately $250,000. �Despite of our plan, we currently have no commitments for any financing and cannot provide assurance that we will realize this goal.

In October 2014, we completed a Regulation D Rule 506 offering in which we sold 300,000 shares of Common Stock to thirty (30) accredited investors, at a purchase price of $0.10 per share for an aggregate offering price of $30,000.�

Where You Can Find Us

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The Company's principal executive office and mailing address is 13113 Mesa Verde Way Sylmar, CA, 91342. Our telephone number is (818) 272-5987.�

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Implications of Being an Emerging Growth Company

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We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

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We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�).

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the �Securities Act�) for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

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We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a �large accelerated filer� as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

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The Offering

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RISK FACTORS

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The shares of our Common Stock being offered for sale are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the Common Stock. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this registration statement. Before purchasing any of the shares of Common Stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. �You should carefully consider the risks described below and the other information in this prospectus before investing in our Common Stock.

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Risks Related to Our Business

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LIMITED OPERATING HISTORY

Sweets & Treats DE was incorporated under the laws of the State of Delaware on July 7, 2014. On July 18, 2014, we acquired Sweets & Treats CA� and assumed their business and operation following the Securities Exchange. �As of the date of this registration statement, we have had limited operations upon which an evaluation of our company and its prospects could be based. �There can be no assurance that our management will be successful in completing the our business development plans, implementing the corporate infrastructure to support operations at the levels called for by our business plan, devise a marketing plan to successfully reach customers who will purchase the various baked good products and services marketed by our company or that our company will generate sufficient revenues to meet our expenses or to achieve or maintain profitability.

SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN�

We had minimal retained earnings for the fiscal year ended July 31, 2014 and net cash used in operating activities for the reporting period then ended. �These factors raise substantial doubt about the Company�s ability to continue as a going concern.

We are attempting to generate sufficient revenue; however, our cash position may not be sufficient to support our daily operations. �While we believe in the viability of our strategy to generate sufficient revenues and in our ability to raise additional funds, there can be no assurances to that effect. �The ability of our company to continue as a going concern is dependent upon the Company�s ability to further implement its business plan, generate sufficient revenue and in its ability to raise additional funds.

ADVERSE EFFECT OF OUR INABILITY TO EXECUTE OUR BUSINESS PLAN

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Our growth strategy depends on our ability to open retail locations on a timely and profitable basis. Because we have very limited resources and capital, we have not been able to open any retail location as of this date and we may not be able to do so in the foreseeable future. There can be no assurance that we will be able to execute our expansion plan. Any inability to implement our growth strategy could further materially and adversely affect our business, financial condition, operating results or cash flows. Our ability to open retail locations successfully will depend on a number of factors, some of which are beyond our control. We may also, from time to time, choose to alter our business plan based on any one or more of the following factors:

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identification and availability of suitable store sites;

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negotiation of favorable leases;

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management of construction and development costs of new stores;

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securing required governmental approvals and permits;

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recruitment of qualified operating personnel;

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the availability of, and our ability to obtain, adequate suppliers of ingredients that meet our quality standards;

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the impact of inclement weather, natural disasters and other calamities;

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competition in new and existing markets; and

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general economic conditions.

DIFFICULTIES ENTERING INTO NEW OR MODIFIED ARRANGEMENTS WITH EXISTING OR NEW SUPPLIERS OR SERVICE PROVIDERS

As we expand our business, we may need to enter into arrangements with new suppliers and service providers, or enter into new arrangements with existing ones. We may encounter difficulties in negotiating pricing or other terms as those we have currently negotiated. Our inability to enter into new agreements on favorable terms may harm our business and operating results.

CHANGES IN CONSUMER TASTES AND SPENDING HABIT

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Our success depends, in part, upon the popularity of our products and our ability to develop new menu items that appeal to consumers. Shifts in consumer taste away from our current menu items, our inability to develop new menu items that appeal to consumers� new preference, or changes in our menu that eliminate items popular with some consumers could harm our business. Also, our success depends to a significant extent on discretionary consumer spending, which is influenced by general economic conditions and the availability of discretionary income. Accordingly, we may experience declines in sales during economic downturns or during periods of uncertainty. Any material decline in the amount of discretionary spending could have a material adverse effect on our sales, results of operations, business and financial condition.

ADVERSE EFFECT OF DISRUPTIONS TO OUR SUPPLY CHAIN AND OUR INABILITY TO PREDICT DEMAND

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We currently rely on ingredients provided by third-party vendors and suppliers. Accordingly, we are particularly susceptible to risks related to these suppliers, including their continued ability to maintain sufficient production of our key ingredients, to supply ingredients that meet our quality standards, and the risk of delivery disruptions that could arise due to a number of factors including adverse weather, traffic conditions and mechanical issues related to their delivery trucks. Our dependence on frequent deliveries to our stores by regional distributors could cause shortages, supply interruptions and/or the need to quickly seek alternative suppliers at higher prices, all of which could adversely impact our operations. There are many factors which could cause shortages or interruptions in the supply of our key ingredients, including weather, unanticipated demand, labor, production or distribution problems, quality issues and cost, and the financial health of our suppliers, most of which are beyond our control, and which could have an adverse effect on our business and results of operations.

FLUCTUATIONS IN FOOD AND SUPPLY COSTS

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Supplies and prices of the various products that are used to prepare our baked goods (including flour, milk, sugar and eggs) or coffee can be affected by a variety of factors, such as weather, seasonal fluctuations, demand, politics and economics in the producing countries, and such prices may fluctuate. An increase in pricing of any ingredient that is used in our baked goods could result in an increase in costs from our suppliers, and we may not be able to increase prices to cover increased costs which would have an adverse effect on our operating results and profitability.

POTENTIAL RISKS INVOLVING FOOD SAFETY AND HEALTH ISSUES

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Food service businesses, such as bakeries, can be adversely affected by litigation and complaints from customers or government authorities resulting from food quality, illness, injury or other health concerns or operating issues. Such allegations may negatively affect our reputation, regardless of whether the allegations are true, by discouraging customers from purchasing our products. We could also incur significant litigation costs or liabilities in connection with a lawsuit or claim against us.

FAILURE TO COMPLY WITH GOVERNMENTAL LAWS OR REGULATIONS

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In connection with the operation of our business, we are subject to extensive federal, state and local laws and regulations, including those related to:

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nutritional content labeling and disclosure requirements;

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management and protection of the personal data of our employees and customers;

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sales tax; and

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various federal, state and local laws relating to, among other things, business, health, food safety codes.

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These laws and regulations are complex, which complicates monitoring and compliance. As a result, regulatory risks are inherent in our operations. We may experience material difficulties or failures with respect to compliance with these laws and regulations in the future. Our failure to comply with these laws and regulations could result in litigation, fines, penalties, judgments or other sanctions, any of which could adversely affect our business, operations and reputation. ��

SIGNIFICANT ADVERSE IMPACT TO OUR CAPITAL RESERVE OF ANY LIABLE UNINSURED CLAIM

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OUR SOLE DIRECTOR AND OFFICER�S SIGNIFICANT CONTROL OVER THE COMPANY

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Our sole director and officer, Ms. Tiffany Aguayo, beneficially own approximately 98.04% of our Common Stock and is able to exercise control over all matters requiring shareholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions. She also has significant control over our management and policies. Our sole director will be able to significantly influence decisions affecting our capital structure. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in Company�s best interest.

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DEPENDENCE ON KEY PERSONNEL

The Company will be dependent on its key executive, President and sole Director, Tiffany Aguayo, for the foreseeable future. �The loss of the services from Ms. Aguayo could have a material adverse effect on the operations and prospects of the Company. She is expected to handle all marketing and sales efforts and manage the operations. �Her responsibilities include developing and maintaining a customer base for the Company�s baked goods and services, designing and baking the Company�s products tailored to each customer�s specifications, delivery of such goods, and formulating marketing materials to be used as part of ongoing marketing efforts designed to build customer demand for the Company�s products and services. Another seasoned business manager with an interest in the baked goods industry would be needed to run the Company if Ms. Aguayo was no longer available. At this time, the Company does not have an employment agreement with Ms. Aguayo, though the Company may enter into such an agreement with her on terms and conditions usual and customary for its industry. �The Company does not currently have �key man� life insurance on Ms. Aguayo.

INTENSE COMPETITION

The industry in which the Company conducts its business is intensely competitive. �We expect to compete with well-established national, regional and locally-owned traditional bakeries, cupcake specific bakeries, caf�s and other companies providing baked goods and coffee. �Additionally, we expect to compete with certain quick-service restaurants, delicatessens, specialty food stores, take-out food service companies, supermarkets and convenience stores. The principal factors on which the Company competes are taste, quality, price of products offered, customer service, atmosphere, convenience and overall customer experience. �Many competitors or potential competitors have substantially greater financial and other resources, which may allow them to react more quickly to changes in pricing, marketing and other changing tastes of consumers. �Because of relative low barrier of entry into the industry, we will continue to encounter additional competitors.

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NEED FOR FINANCING

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We largely depend on additional capital to implement our business plan and support our operations. Currently, we have no established bank-financing arrangements. Therefore, it is likely we will need to seek additional financing through future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners. We have no current plans for additional financing.

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We cannot assure you that we will be able to raise the working capital as needed on terms acceptable to us, if at all.�The sale of additional equity securities will result in dilution to our shareholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations.

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If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results, or cease our operations entirely, in which case, you will lose all your investment.

ADVERSE EFFECT TO YOUR INTEREST UPON ADDITIONAL FINANCING

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If we raise additional capital subsequent to this offering through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. �In addition, we may also have to issue securities that may have rights, preferences and privileges senior to our Common Stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense. �

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INDEMNIFICATION AND LIMITATION OF LIABILITY

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Our Certificate of Incorporation and By-Laws include provisions that eliminate the personal liability of the directors of the our company for monetary damages to the fullest extent possible under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability of directors to the Company and its shareholders for monetary damages arising out of any violation of a director of her fiduciary duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director�s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director�s liabilities under the federal securities laws or the recovery of damages by third parties.

DISRUPTIONS IN THE NATIONAL AND GLOBAL ECONOMIES

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Disruptions in the United States national and global economies may result in high unemployment rates and declines in consumer confidence and spending. �If such conditions occur, they may result in significant declines in the retail industry, which could directly affect the demand of our products. �There can be no assurance that government responses to the disruptions will be able to restore investor confidence. �Disruptions in the national and global economies therefore may adversely impact our revenues, results of operations, business and financial condition.

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Risks Related to Our Common Stock

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RESTRICTED SECURITIES; LIMITED TRANSFERABILITY

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The securities should be considered a long-term, illiquid investment. Our securities have not been registered under the Securities Act, and cannot be sold without registration under the Securities Act or any exemption from registration. In addition, the securities are not registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of an active trading market for our securities, a shareholder will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

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NO PUBLIC TRADING MARKET

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There is no established public trading marketing for our Common Stock and there can be no assurance that one will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result holders of our securities may not find purchasers for our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

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NOT LIKELY TO PAY DIVIDENDS

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We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any dividends in the foreseeable future, but will review this policy as circumstances dictate.

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MAY BE SUBJECT NOW AND IN THE FUTURE TO THE SEC�S �PENNY STOCK� RULES

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We may be subject now and in the future to the SEC�s �penny stock� rules if our shares of Common Stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer�s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer�s confirmation.

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In addition, the penny stock rules require that prior to a transaction; the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser�s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our Common Stock. As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it more difficult to sell their securities.

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COSTS TO COMPLY WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS

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We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including but not limited to requirements under the Sarbanes-Oxley Act of 2002. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. �In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

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MANAGEMENT�S LACK OF PUBLIC COMPANY EXPERIENCE

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Our�management lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our management has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. �Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the �Exchange Act�) which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

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OUR STATUS AS AN �EMERGING GROWTH COMPANY� UNDER THE JOBS ACT OF 2012

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We are an �emerging growth company,� as defined in the JOBS Act, and, for as long as we continue to be an �emerging growth company,� we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to �emerging growth companies,� including, but not limited to, not being required to comply with the auditor attestation requirements of Section�404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an �emerging growth company� for up to five years, or until the earliest of (i)�the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii)�the date that we become a �large accelerated filer� as defined in Rule�12b-2 under the Exchange Act, which would occur if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii)�the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

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In addition, Section 107 of the JOBS Act also provides that an �emerging growth company� can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an �emerging growth company� can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. �We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

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Because of the exemptions from various reporting requirements provided to us as an �emerging growth company,� we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. �Investors may be unable to compare our business with other companies in our industry if they believe that our reports are not as transparent as other companies in our industry. �If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.�

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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The information contained in this report, including in the documents incorporated by reference into this report, includes some statements that are not purely historical and that are �forward-looking statements.� The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those�expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties� control) or other assumptions. Such forward-looking statements include, but are not limited to, statements regarding our and their

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management�s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words �anticipates,� �believes,� �continue,� �could,� �estimates,� �expects,� �intends,� �may,� �might,� �plans,� �possible,� �potential,� �predicts,� �projects,� �seeks,� �should,� �would� and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

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USE OF PROCEEDS

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We will not receive any proceeds from the sale of Common Stock by the selling security holders. All of the net proceeds from the sale of our Common Stock will go to the selling security holders as described below in the sections entitled �Selling Security Holders� and �Plan of Distribution.� �We have agreed to bear the expenses relating to the registration of the Common Stock for the selling security holders.

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DETERMINATION�OF�OFFERING PRICE

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Since our Common Stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of Common Stock was determined by the price of the Common Stock that was sold to our security holders pursuant to an exemption under Section 4(2) of the Securities Act and Rule 506 of Regulation D sold promulgated under the Securities Act.

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The offering price of the shares of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

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Although our Common Stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our Common Stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

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In addition, there is no assurance that our Common Stock will trade at market prices in excess of the initial offering price as prices for the Common Stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

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DILUTION

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The Common Stock to be sold by the selling stockholders provide in the �Selling Security Holders� section is Common Stock that is currently issued. Accordingly, there will be no dilution to our existing stockholders.

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MARKET FOR COMMON EQUITY AND�RELATED STOCKHOLDER MATTERS

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There is presently no public market for our shares of Common Stock. We anticipate applying for quoting of our Common Stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of Common Stock will be quoted on the OTCBB or, if quoted, that a public market will materialize.

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Holders of Capital Stock

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As of the date of this registration statement, we had thirty-one (31) holders of our Common Stock.

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Stock Option Grants

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We do not have a stock option plan in place and have not granted any stock options at this time.

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DESCRIPTION�OF BUSINESS

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Overview

We are a bakery based company in California, specializing in freshly-made cakes and cupcakes and also offering other desserts and baked goods, including cookies, scones, croissants, brownies and muffins, as well as hot and cold beverages such as drip coffees, espresso-based drinks, teas and hot chocolate. Our gourmet desserts are crafted with quality ingredients and presented in an artistic fashion. On July 18, 2014, we completed a share exchange whereby we acquired all of the issued and outstanding shares of common

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stock of Sweets & Treats CA. Sweets & Treats CA became our wholly-owned subsidiary and we have operated our business through Sweets & Treats CA since the Share Exchange.

As we currently market our products primarily through our website, social media and personal referrals, we plan to maintain the high quality of its product and are seeking the resources to open our first retail location in the Los Angeles metropolitan area. �Our plan for the next twelve months calls for opening either a standalone or mall-based store. �We are also seeking opportunities to potentially expand into mall-based kiosk locations, which typically have an average size of approximately 100 square feet.�We anticipate that the cost of establishing its first retail location - standalone or mall-based store- will be approximately $250,000. �Despite of our plan, we currently have no commitments for any financing and cannot provide assurance that we will realize this goal.

In October 2014, we completed a Regulation D Rule 506 offering in which we sold 300,000 shares of Common Stock to thirty (30) accredited investors, at a purchase price of $0.10 per share for an aggregate offering price of $30,000.�

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Our Product & Services

We engage in the business of selling a wide variety of cupcakes, cakes, pies, cookies and other baked goods under the brand name �Sweets & Treats�. Cupcake and cake sales have historically comprised the majority of our business. We believe that our baked goods will appeal to a wide demographic of customers who span a broad range of socio-economic classes. We cater our products to customers in urban, suburban, commercial, and residential markets.

We offer a wide variety of high-quality baked goods serving an extensive assortment of cupcake varieties which are offered in various sizes: �Small Size,� which are bite sized cupcakes measuring about one inch; �Traditional Size,� which are the size of traditional cupcakes; and �Large Size,� which are five ounces in weight and close to three inches in height. �While cupcakes comprise a majority of our sales mix, we also offer other baked goods, including cakes, cookies, pastries, scones, brownies and muffins. The following is a list of products and services that we cater to our customers:

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Personalized treats for special occasions: birthdays, weddings, anniversaries, baby showers, company promotions, charity events and product launches.

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Product: Cakes, Cupcakes, Cookies, Cake Pops, Petit treats, Cake Balls, Push Up Pops, and candy creations.

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Cake Flavors: Classic Vanilla, Classic Chocolate, Red Velvet, Blue Velvet, Strawberry, �Carrot cake, Lemon, Marbelized, Classic Butter, Spiced, Coconut, Confetti, French Vanilla, Butter Pecan, Vanilla Almond, Mint Chocolate, Dark Chocolate, Mocha Latte.

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Fillings and Frosting: Whipped cream, fondant, a variety of�butter cream�and dark or milk chocolate ganache, a wide variety of jams�and fresh fruits, coconut, chocolate butter cream, cream cheese, bourbon chocolate, Mango, Bavarian cream, peanut butter, nutella, dulce de leche, candy bar classics.

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Pops and Petit treats: Sweets & Treats hand-molded cake pops and petit treats that are hand-molded in different shapes and hand-dipped in different kinds of chocolate. They are available in a variety of shapes, sizes, flavors, & decorations.

Consultation and Tasting Service

Consultations and tasting service is mainly designed for wedding cake orders, but we would also accommodate such services for customers with an event over 100 servings. By appointments, we set aside one hour out of the day, Monday through Friday, for customer�s appointment to provide consultation for the cake that customers would like to order for their event. During the consultation, we discuss the details about the event and recommend to our customers the type of cake or other baked goods that we believe would be a good fit for that event. Instead of the traditional approach of picking from a book of other cakes, we brainstorm with our customers and come up with new and creative custom ideas to figure out an individualized cake just for the customers and their event.

For each consultation, we charge a fee which would include tastings for the customer and their guests and an one-hour brainstorming session to discuss the ideas. The tasting menu consists of a variety of flavors of the cake, fillings and frosting.

Brand

We believe that our brand name �Sweets & Treats� stands for quality, innovation and service. While serving a wide variety of baked goods, the Company�s signature product is our cupcake. �We operate in a competitive market but we believe that our cupcake assortment is broad, diversified and great tasting which would give us advantage over some of our competitors.

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Marketing and Promotion

Our marketing efforts are comprised primarily of online social media and word of mouth advertising geared toward building brand recognition and brand differentiation. �We aim to build ourselves to be a leader in the gourmet cupcake market, and attempt to reinforce on a consistent basis that it should be a destination of choice for especially creative and delicious cupcakes.

Competition

The industry in which the Company conducts its business is intensely competitive. �We expect to compete with well-established national, regional and locally-owned traditional bakeries, cupcake specific bakeries, caf�s and other companies providing baked goods and coffee. �Additionally, the Company expect to compete with certain quick-service restaurants, delicatessens, specialty food stores, take-out food service companies, supermarkets and convenience stores. The principal factors on which the Company competes are taste, quality, price of products offered, customer service, atmosphere, convenience and overall customer experience. �Many competitors or potential competitors have substantially greater financial and other resources, which may allow them to react more quickly to changes in pricing, marketing and other changing tastes of consumers. �Because of relative low barrier of entry of the industry, we will continue to encounter additional competitors.

Employees

We presently have no employees apart from our sole officer and director. ��

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Seasonality

�

We do not have a seasonal business cycle.

�

Environmental Matters

�

Our business currently does not implicate any environmental regulation.

�

Intellectual Property

�

We do not hold any patents, trademarks or other registered intellectual property on products relating to our business. However, in addition to our domain name, from time to time, we may apply for patents, trademarks or other registered intellectual property essential to the protection of our brand and success of our business.

�

Domain Names

�

We currently operate our business under the domain name of www.sweetstreatsinc.com.

�

DESCRIPTION OF�PROPERTY

The Company�s principal executive office and mailing address is 13113 Mesa Verde Way, Sylmar, California 91342. Our telephone number is (818) 272-5987.�As we are not generating sufficient revenue at this time to justify a separate corporate office, the principal executive office is also the personal residence of our president and sole director, Tiffany Aguayo. The Company has been provided the office space by Ms. Aguayo at no cost. Once our business grows and generates sufficient revenue, we will look for a more suitable office space in a separate corporate office.�

LEGAL PROCEEDINGS

�

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. �

�

MANAGEMENT�S DISCUSSION�AND ANALYSIS OF FINANCIAL CONDITION

AND RESULT�OF�OPERATIONS

�

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and

14

similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements.�These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

�

Business Overview

�

Sweets & Treats, Inc. is a bakery based company in California, specializing in freshly-made cakes and cupcakes and also offering other desserts and baked goods, including cookies, scones, croissants, brownies and muffins, as well as hot and cold beverages such as drip coffees, espresso-based drinks, teas and hot chocolate. Our gourmet desserts are crafted with quality ingredients and presented in an artistic fashion. On July 18, 2014, we completed a share exchange whereby we acquired all of the issued and outstanding shares of common stock of Sweets & Treats CA. Sweets & Treats CA became our wholly-owned subsidiary and we have operated our business through Sweets & Treats CA since the Share Exchange.

As we currently market our products primarily through our website, social media and personal referrals, we plan to maintain the high quality of its product and are seeking the resources to open our first retail location in the Los Angeles metropolitan area. �Our plan for the next twelve months calls for opening either a standalone or mall-based store. �We are also seeking opportunities to potentially expand into mall-based kiosk locations, which typically have an average size of approximately 100 square feet.�We anticipate that the cost of establishing its first retail location - standalone or mall-based store- will be approximately $250,000. �Despite of our plan, we currently have no commitments for any financing and cannot provide assurance that we will realize this goal.

In October 2014, we completed a Regulation D Rule 506 offering in which we sold 300,000 shares of Common Stock to thirty (30) accredited investors, at a purchase price of $0.10 per share for an aggregate offering price of $30,000.�

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Plan of Operations

�

Our goal is to maintain the quality of our product and to obtain the resources sufficient to open our first retail location in the Los Angeles metropolitan area. �We anticipate that the cost of establishing additional retail locations will be approximately $250,000 per location. �We have no commitments for any financing and cannot provide assurance that we will realize this goal. Our plan for the next twelve months calls for opening either a standalone or mall-based store ranging in size from approximately 250 to 1,100 square feet with an average store square footage of approximately 850 square feet. �We are also looking to potentially expand into mall-based kiosk locations, which have an average size of approximately 100 square feet. �Management estimates that the cost of establishing its first retail location - standalone or mall-based store- will be approximately $250,000. �We have no commitments for any financing and cannot assure you that we will realize this goal.

�

If we are unable to build a sustainable customer base whether through online sale or future retail locations, we will cease our development and/or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our development plan could be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment. ��We intend to raise additional capital through private placements once we gain a quotation on the OTC Bulletin Board, for which there is no assurance. If we need additional cash but are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.�

Critical Accounting Policies and Estimates

�

Use of Estimates

�

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to accruals and going concern assumption assessment. Actual results could materially differ from those estimates.

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Fair value measurements and Fair value of Financial Instruments

We follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (�Paragraph 820-10-35-37�) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. �The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. �The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

15

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. �If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the our financial assets and liabilities, such as cash, prepaid professional fees, and accrued expenses, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Recent Accounting Pronouncements

�

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the our company as of the specified effective date. Unless otherwise discussed, we believe that recently issued accounting pronouncements adopted do not have a material impact on its financial position or results of operations.

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Results of Operations

�

Fiscal Year Ended July 31, 2014 Compared to Fiscal Year Ended July 31, 2013

We generated revenue of $22,916 and $6,743 for the fiscal year ended July 31, 2014 and 2013, respectively. We incurred operating expenses of $18,343 and $5,891 for the fiscal year ended July 31, 2014 and 2013, respectively. We had a net income of $443 and net loss of $545 for the fiscal year ended July 31, 2014 and 2013, respectively.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should our company be unable to continue as a going concern.

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Liquidity and Capital Resources

�

As of July 31, 2014, we had a cash balance of $956. Since inception, we raised $30,000 from the sale of our Common Stock to fund our operating expenses, pay our obligations, and grow our company. We can provide no assurance that our company can continue to satisfy our cash requirements for at least the next twelve months.

We have nominal assets and have generated little revenues since inception. We currently have no material commitments for capital expenditures. We may be required to raise additional funds, particularly if we are unable to continue generating positive cash flow as a result of our operations. �We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. In addition, our company is dependent upon certain related parties to provide continued funding and capital resources. Other than working capital, we presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We may need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate we will be profitable in 2015. �Therefore our future operations may be dependent on our ability to secure additional financing. �Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However,

16

a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our Common Stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.�

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. �

Going Concern

�

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should our company be unable to continue as a going concern.�

As reflected in the accompanying consolidated financial statements, we had minimal retained earnings at July 31, 2014 and net cash used in operating activities for the reporting period then ended. �These factors raise substantial doubt from our auditor about our ability to continue as a going concern. Our continued existence is dependent upon our ability to continue to execute our operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to our company.

�

We are attempting to generate sufficient revenue; however, our cash position may not be sufficient to support our daily operations. �While we believe in the viability of our strategy to generate sufficient revenues and in our ability to raise additional funds, there can be no assurances to that effect. �The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan, generate sufficient revenue and in our ability to raise additional funds.

Off-Balance Sheet Arrangements

�

We have no off-balance sheet arrangements.

�

Contractual Obligations

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

�

The following table sets forth the names and ages of officers and directors as of December 11, 2014. Our executive officers are elected annually by our Board of Directors.�Our executive officers hold their offices until they resign, are removed by the Board, or a successor is elected and qualified.

�

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

�

Tiffany Aguayo, President, Chief Executive Officer, Chief Financial Officer and Director

Ms. Aguayo has served as our President, Chief Executive Officer and Chief Financial Officer of our Company and wholly-owned subsidiary Sweets and Treats CA since the inception in April 2011. �From 2009 to 2010, Ms. Aguayo also served in the special

17

education department of the Los Angeles Unified School District working with students and minor with special needs. From 2005-2009, Ms. Aguayo served as a senior tax specialist with H&R Block where she assisted many individuals with their tax matters. �

Ms. Aguayo graduated with a Bachelor of Arts Degree in East Asia Studies from the University of California, Los Angeles (UCLA). �Prior to attending UCLA, Ms. Aguayo earned her Associates Degree in Culinary Studies at Los Angeles Mission College. �Ms. Aguayo is fluent in Mandarin, Spanish, Italian and English.

Term of Office

�

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

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EXECUTIVE COMPENSATION

�

Our sole director and executive officer, Tiffany Aguayo, has received an annual salary of approximately $13,000 and $2,400 in fiscal year ended July 31, 2014 and 2013, respectively. In the fiscal year ended July 31, 2014, Ms. Aguayo also received 10,000,000 shares of our Common Stock, valued at par value of $0.00001 per share for $100 in total, for her services rendered to form our company. We do not expect to substantially increase Ms. Aguayo�s compensation until sufficient and sustainable revenues and profits are realized.

�

No retirement, pension, profit sharing, insurance programs, long-term incentive plans or other similar programs have been adopted by us for the benefit of our employees. We had no outstanding equity awards as of the date of this registration statement.

�

SECURITY OWNERSHIP�OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

�

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of Common Stock as of December 11, 2014 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

�

Ms. Tiffany Aguayo, who is our President and sole Director since the inception of the Company, took the initiative in forming and organizing the business of the Company. The Company, as a result, issued 10,000,000 shares of founder�s share, valued at $0.00001 per share, to Ms. Aguayo for her services rendered to form our company.

On July 18, 2014, we completed a securities exchange whereby we acquired all of the issued and outstanding shares Common Stock of Sweets & Treats CA in exchange for 5,000,000 shares of our Common Stock. The 5,000,000 shares were issued to Ms. Tiffany Aguayo who was the sole shareholder of Sweets & Treats CA.

SELLING SECURITY HOLDERS

�

The Common Stock being offered for resale by the selling security holders consist of 300,000 shares of our Common Stock held by 30 shareholders, who purchased the Common Stock pursuant to the Regulation D Rule 506 offering closed in October 2014 at an offering price of $0.10 per share.

�

The following table sets forth information with respect to the maximum number of shares of Common Stock beneficially owned by the selling shareholders named below and as adjusted to give effect to the sale of the shares offered hereby. The table lists the number of shares of Common Stock beneficially owned by each selling shareholder as of the date of this prospectus, the shares of Common Stock covered by this prospectus that may be disposed of by each of the selling shareholders, and the number of shares that will be beneficially owned by the selling shareholders assuming all of the shares covered by this prospectus are sold.

���

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The shares beneficially owned have been determined in accordance with rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this prospectus. The selling shareholders may from time to time offer and sell pursuant to this prospectus any or all of the Common Stock being registered. The selling shareholders are under no obligation to sell all or any portion of such shares nor are the selling shareholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling shareholders.

�

�

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.

�

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None of the selling shareholders or their beneficial owners:

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�

PLAN OF DISTRIBUTION

�

The selling shareholders may sell some or all of their shares at a fixed price of $0.10 per share for the duration of the offering. Although our Common Stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our Common Stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.10 for the duration of the offering.�

�

Once a market has developed for our Common Stock, the shares may be sold or distributed from time to time by the selling stockholders, directly to one or more purchasers or through brokers or dealers who act solely as agents. The distribution of the shares may be effected in one or more of the following methods:

�

In addition, the selling shareholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling shareholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. None of the selling shareholders are broker-dealers or affiliates of broker dealers.

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We will advise the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

�

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as�agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling shareholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling shareholders and any other shareholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling shareholders pursuant to this prospectus.�We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $50,000.

�

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

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DESCRIPTION OF�SECURITIES�TO BE REGISTERED

�

General

�

Our authorized share capital consists of i) 100,000,000 shares of Common Stock, par value $0.00001 per share and ii) 1,000,000 shares of preferred stock, par value $0.00001 per share. �As of the date hereof, 15,300,000 shares of our Common Stock and no shares of preferred stock were outstanding.

�

Common Stock

�

The shareholders of our Common Stock currently have: (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so. Please refer to the Company�s Articles of Incorporation, by-laws and the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of the Company�s securities.

�

We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the Common Stock in the foreseeable future. Any future dividends will be paid at the discretion of the Board.

�

If we liquidate or dissolve our business, the shareholders of our Common Stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.

Preferred Stock

�

At the direction of our Board of Directors, without any action by the holders of our Common Stock, we may issue one or more series of preferred stock from time to time. Our Board of Directors can determine the number of shares of each series of preferred stock, the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series.

Undesignated preferred stock may enable our Board of Directors to render more difficult or to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the rights of our Common Stockholders. For example, any preferred stock issued may rank prior to the Common Stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of Common Stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our Common Stock or may otherwise adversely affect the market price of our Common Stock or any existing preferred stock.

�

Dividends

�

We have not paid any cash dividends to our shareholders. �The declaration of any future cash dividends is at the discretion of our Board and depends �upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. �It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

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Transfer Agent and Registrar

�

Currently we do not have a stock transfer agent.�However, upon filing this registration statement, we do intend to engage a transfer agent to issue physical certificates to our shareholders.

�

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INTERESTS OF NAMED EXPERTS�AND COUNSEL

�

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

�

The validity of the Common Stock being offered pursuant to this registration statement will be passed upon for us by Szaferman, Lakind, Blumstein & Blader, P.C., Lawrenceville, NJ 08648.

�

The financial statements included in this prospectus and the registration statement have been audited by Li and Company, P.C., an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

�

We filed with the SEC a registration statement under the Securities Act for the Common Stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our Common Stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the SEC at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the SEC upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

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Sweets & Treats, Inc.

July 31, 2014 and 2013

Index to the Consolidated Financial Statements

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of

Sweets & Treats, Inc.

We have audited the accompanying consolidated balance sheets of Sweets & Treats, Inc. (the �Company�) as of July 31, 2014 and 2013 and the related consolidated statements of operations, changes in stockholder�s equity and cash flows for the reporting periods then ended. �These consolidated financial statements are the responsibility of the Company�s management. �Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). �Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. �The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. �Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company�s internal control over financial reporting. �Accordingly, we express no such opinion. �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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2014 and 2013 and the results of its operations and its cash flows for the reporting periods then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. �As discussed in Note 3 to the consolidated financial statements, the Company had minimal retained earnings at July 31, 2014 and net cash used in operating activities for the reporting period then ended. �These factors raise substantial doubt about the Company�s ability to continue as a going concern. Management�s plans in regards to these matters are also described in Note 3. �The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li and Company, PC

Li and Company, PC

Skillman, New Jersey

December 11, 2014

F-2

F-3

F-4

F-5