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

                                   FORM 10-QSB

(Mark  One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

     For the quarterly period ended December 31, 2002


                                       OR

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

     For the transition period from ______________to _______________.

COMMISSION  FILE  NUMBER  000-32673

                         THINKA WEIGHT-LOSS CORPORATION
             (Exact name of registrant as specified in its charter)

                    Nevada                                       98-0218912
  (State or other jurisdiction of incorporation               (I.R.S. Employer
                or organization)                             Identification No.)

           18201 Von Karman Ave., Suite 1170, Irvine, California 92612
          (Address, including zip code, of principal executive offices)

                                 (949) 975-0077
              (Registrant's telephone number, including area code)

             3675 Pecos-McLeod, Suite 1400, Las Vegas, Nevada 89121
                          (Former name, former address)

The number of shares of the Registrant's Common Stock outstanding as of February
10,  2003  was  19,034,600.

                       DOCUMENTS INCORPORATED BY REFERENCE
Transitional  Small Business Disclosure Format (Check one):   Yes  [_]   No  [X]
================================================================================


                                        1
<PAGE>
                                   FORM 10-QSB
                                      INDEX

                                                                            Page

Part  I  -  FINANCIAL  INFORMATION . . . . . . . . . . . . . . . . . . . . . .3

Item  1.  Consolidated  Financial  Statements  (Unaudited)
Independent  Accountant's  Review  Report. . . . . . . . . . . . . . . . . . .3
Balance  Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Statement  of  Loss and Deficit. . . . . . . . . . . . . . . . . . . . . . . .4
Statement  of  Cash  Flows . . . . . . . . . . . . . . . . . . . . . . . . . .5
Statement  of  Shareholders'  Equity . . . . . . . . . . . . . . . . . . . . .6
Notes  to  Financial  Statements . . . . . . . . . . . . . . . . . . . . . . .7

Item 2 Management's Discussion and Analysis of Plan of Operation . . . . . . .11

Part  II  OTHER  INFORMATION

Item  6
Exhibits  and  Reports  on  Form  8-K. . . . . . . . . . . . . . . . . . . . .14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16


                                        2
<PAGE>
                          PART I: FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

THINKA WEIGHT-LOSS CORPORATION
(Formerly Encore Ventures, Inc.)

(A Development Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)

(Stated in U.S. Dollars)


<PAGE>
<TABLE>
<CAPTION>
                         THINKA WEIGHT-LOSS CORPORATION
                        (Formerly Encore Ventures, Inc.)
                          (A Development Stage Company)

                                 BALANCE SHEETS
                                   (Unaudited)
                            (Stated in U.S. Dollars)


------------------------------------------------------------------------------------------
                                                               DECEMBER 31     Audited
                                                                   2002     June 30, 2002
------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>
ASSETS

Current
     Cash                                                    $            $       14,654
     Prepaid expenses                                                              1,979
                                                             ----------------------------
                                                                                  16,633

Equipment (Note 4)                                                2,470            2,470
Intangible Asset (Note 5)                                       250,000          250,000
                                                             ----------------------------

                                                             $  252,470   $      269,103
=========================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                $   14,607   $       11,100
     Notes payable (Note 6)                                     134,340           89,500
                                                             ----------------------------
                                                                148,947          100,600
                                                             ----------------------------

STOCKHOLDERS' EQUITY

Capital Stock
     Authorized:
         100,000,000 Common shares, par value $0.001 per
           share

     Issued and outstanding:
          14,534,600 Common shares at September 30, 2002
            and June 30, 2002                                    14,534           14,534

     Additional paid-in capital                                 651,340          651,340


Deficit Accumulated During The Development Stage                (562,351)       (497,371)
                                                            -----------------------------
                                                                  103,523        168,503
                                                            -----------------------------

                                                             $    252,470  $     269,103
=========================================================================================
</TABLE>


                                      3
<PAGE>
<TABLE>
<CAPTION>
                         THINKA WEIGHT-LOSS CORPORATION
                        (Formerly Encore Ventures, Inc.)
                          (A Development Stage Company)

                         STATEMENTS OF LOSS AND DEFICIT
                                   (Unaudited)
                            (Stated in U.S. Dollars)


-----------------------------------------------------------------------------------------------------------------
                                                                                                      INCEPTION
                                                                                                        JUNE 29
                                                      THREE MONTHS ENDED        SIX MONTHS ENDED        1999 TO
                                                          DECEMBER 31               DECEMBER 31       DECEMBER 31
                                                      2002         2001         2002         2001         2002
-----------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>          <C>          <C>          <C>
Expenses
     Consulting fees                           $            $    15,000  $    15,000  $   159,840  $     212,615
     Depreciation                                                                                            692
     Grants                                                                                50,000         10,000
     Mineral property option payment                                                                      25,666
     Office administration and sundry               5,565         1,563        8,434       66,962        103,623
     Professional fees                             33,150        37,163       41,487       90,194        200,015
     Stock transfer services                                        115           83       12,748         14,243

                                                 ----------------------------------------------------------------
                                                   38,715        53,841       65,004      379,744        566,854

Income
     Interest                                                       (25)      (2,360)      (2,360)        (4,503)
                                                 ----------------------------------------------------------------
                                                   38,715        53,816       62,644      377,384        562,351

Net Loss For The Period                                                  $
                                                                                                   ==============

Deficit Accumulated During The
  Development Stage, Beginning Of
  Period                                           523,636                   377,384
                                                  ---------------------------------------------------------------

Deficit Accumulated During The
  Development Stage, End Of Period             $   562,351  $
=====================================================================================


Net Loss Per Share                             $     .04    $       .02
=====================================================================================


Weighted Average Number Of Shares Outstanding   14,534,600

=====================================================================================
</TABLE>


                                      4
<PAGE>
<TABLE>
<CAPTION>
                         THINKA WEIGHT-LOSS CORPORATION
                        (Formerly Encore Ventures, Inc.)
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)


-----------------------------------------------------------------------------------------------------------------
                                                                                                      INCEPTION
                                                                                                        JUNE 29
                                                       THREE MONTHS ENDED       SIX MONTHS ENDED        1999 TO
                                                          DECEMBER 31               DECEMBER 31       DECEMBER 31
                                                      2002         2001         2002         2001         2002
-----------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>            <C>            <C>          <C>
Cash Flows From Operating Activity
     Net loss for the period                   $   (38,715) $    (53,816)  $  (62,644)  $   (377,384)  $(562,351)

Adjustments To Reconcile Net Loss To Net Cash
  Used By Operating Activity
     Depreciation and amortization                    -                                                      692

  Changes in assets and liabilities
      (Increase) Decrease in deposits                 -           35,266        1,979       (205,000)          -
      (Increase) Decrease in other current assets     -                         3,537         58,370
       Increase (Decrease) in accounts payable and
        accrued liabilities                         13,239        15,398                      (5,960)          -
                                           ----------------------------------------------------------------------
                                                    25,476         3,152       57,128       (529,974)
                                           ----------------------------------------------------------------------

Cash Flows From Investing Activity
                                                         --------------------------------------------------------
     Purchase of intangible assets                                     -            -                   (250,000)
                                                         --------------------------------------------------------

Cash Flows From Financing Activity
     Proceeds from issuance of note payable                      44,480                                  134,340
     Proceeds from issuance of common stock                           0                                   94,500
                                                         --------------------------------------------------------
                                                                 44,840             -                    228,840
                                                         --------------------------------------------------------

Net Increase (Decrease) In Cash                $    25,476  $    (3,152)   $  (25,476)  $   (529,974)  $(562,924)
Cash, Beginning Of Period                                        15,298        25,476        538,009     567,924
Cash Acquired On Asset Acquisition                                                             4,111
                                                         --------------------------------------------------------

Cash, End Of Period                            $         0  $    12,146    $        0   $    (12,146)  $       0
=================================================================================================================

Supplemental Disclosure Of Cash Flow
  Information
     Income taxes paid                                   $            -    $        -   $          -
=================================================================================================================
     Interest                                            $            -    $        -   $          -
=================================================================================================================

Supplemental Disclosure Of Non-Cash Investing
  And Financing Activities
     Stock issued for asset acquisition                  $      577,874    $        -                  $ 577,874
=================================================================================================================
</TABLE>


                                      5
<PAGE>
<TABLE>
<CAPTION>
                         THINKA WEIGHT-LOSS CORPORATION
                        (Formerly Encore Ventures, Inc.)
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                               SEPTEMBER 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)


                                               COMMON STOCK                           DEFICIT
                              --------------------------------------------------    ACCUMULATED
                                                                   ADDITIONAL        DURING THE
                                                                    PAID-IN         DEVELOPMENT
                                   SHARES           AMOUNT          CAPITAL            STAGE             TOTAL
                              -------------------------------------------------------------------------------------
<S>                           <C>               <C>             <C>               <C>               <C>
Shares issued for cash
  at $0.001 (December
  1999)                            1,500,000    $      1,500    $         -       $         -       $        1,500
Shares issued for cash
  at $0.01 (January 2000)          1,500,000           1,500            13,500              -               15,000
Shares issued for cash
  at $0.10 (February
  2000)                              280,000             280            27,720              -               28,000
Shares issued for cash
  at $0.50 (April 2000)              100,000             100            49,900              -               50,000
Net loss for the period                 -               -                 -              (34,600)          (34,600)
                              -------------------------------------------------------------------------------------

Balance, April 30, 2000            3,380,000           3,380            91,120           (34,600)           59,900

Net loss for the year                   -               -                 -              (46,569)          (46,569)
                              -------------------------------------------------------------------------------------

Balance, April 30, 2001            3,380,000           3,380            91,120           (81,169)           13,331

Net loss for the period                 -               -                 -               (7,649)           (7,649)
                              -------------------------------------------------------------------------------------

Balance, June 30, 2001             3,380,000           3,380            91,120           (88,818)            5,682

Forward stock split 3.8:1
  (July 2001)                      9,512,300           9,512            (9,512)            -                  -
Shares issued for
  acquisition of assets
  (July 2001)                     12,892,300          12,892           564,982             -               577,874
Shares cancelled (June
   2002)                         (11,250,000)        (11,250)            4,750             -                (6,500)
Net loss for the year                   -               -                 -             (408,553)         (408,553)
                              -------------------------------------------------------------------------------------

Balance, June 30, 2002            14,534,600          14,534           651,340          (499,707)          168,503

Net loss for the period                 -               -                 -              (62,644)          (26,265)
                              -------------------------------------------------------------------------------------

Balance, December 31,
  2002                            14,534,600    $     14,534    $      651,340    $     (562,351)   $      142,238
                              =====================================================================================
</TABLE>


                                      6
<PAGE>
                         THINKA WEIGHT-LOSS CORPORATION
                        (Formerly Encore Ventures, Inc.)

                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (Unaudited)


                            (Stated in U.S. Dollars)

BASIS  OF  PRESENTATION
-----------------------

The unaudited consolidated financial statements as of December 31, 2002 included
herein have been prepared without audit pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  United States generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. In the opinion of management,
all  adjustments  (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. It is suggested that these financial
statements  be  read  in  conjunction  with  the June 30, 2002 audited financial
statements  and  notes  thereto.

1.  NATURE  OF  OPERATIONS

a)  Organization

The  Company  was  incorporated  in the State of Nevada, U.S.A. on September 14,
1999.  During  the  period  ended September 30, 2001, the Company's year end was
changed  from  April  30,  2001  to  June  30,  2001.

On  July  19,  2001,  the  Company completed a forward stock split at a ratio of
3.8:1  which  increased  the issued and outstanding common shares from 3,380,000
shares  to  12,892,300  shares.

On  August  8,  2001,  the  Company  changed  its  name  to  Thinka  Weight-Loss
Corporation.

b)  Development  Stage  Activities

Thinka  Weight-Loss Corporation (the "Company") is currently a development stage
company  under  the  provisions  of  Statement of Financial Accounting Standards
("SFAS")  No.  7.  The  Company  holds  the  proprietary rights to a weight loss
product  that  acts  as  an  appetite  reducing  agent  while  providing  proper
nutritional requirements. Management's intention is to market the product to the
mild  to  moderately  overweight  individual.

In  prior  years,  the Company had been primarily engaged in the acquisition and
exploration  of  mining  properties,  and was classified as an exploration stage
company.


                                        7
<PAGE>
c)  Going  Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of  $562,351  for  the  period from September 14, 1999 (inception) to
December 31, 2002, and has no sales. The future of the Company is dependent upon
its  ability  to obtain financing and upon future profitable operations from the
development  of  its  new  business  opportunities. Management has plans to seek
additional capital through a private placement and public offering of its common
stock.  The  financial statements do not include any adjustments relating to the
recoverability  and  classification  of  recorded  assets, or the amounts of and
classification  of  liabilities that might be necessary in the event the Company
cannot  continue  in  existence.

2.  SIGNIFICANT  ACCOUNTING  POLICIES

The  financial  statements  of the Company have been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States of America.
Because a precise determination of many assets and liabilities is dependent upon
future  events, the preparation of financial statements for a period necessarily
involves  the  use  of  estimates  which  have been made using careful judgment.

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:

a)  Cash  and  Cash  Equivalents

For  purposes  of  the statement of cash flows, the Company considers all highly
liquid investments purchased with original maturities of three months or less to
be  cash  equivalents.

b)  Office  Equipment

Office equipment is recorded at cost and amortized on a straight line basis over
its  estimated  economic  life  of  five  years.

c)  Intangible  Asset

The  Company continually monitors its intangible assets to determine whether any
impairment  has  occurred.  In  making  such determination with respect to these
assets,  the  Company  evaluates  the  performance  on an undiscounted cash flow
basis,  of  the  intangible  assets  or  group  of assets, which gave rise to an
asset's  carrying  amount.  Should  impairment  be  identified,  a loss would be
reported  to  the extent that the carrying value of the related intangible asset
exceeds  the  fair value of that intangible asset using the discounted cash flow
method.  The  Company has not amortized intangible assets as operations have not
commenced.

d)  Basic  and  Diluted  Loss  Per  Share

In  accordance  with  SFAS  No.  128  - "Earnings Per Share", the basic loss per
common  share  is computed by dividing net loss available to common stockholders
by  the  weighted  average number of common shares outstanding. Diluted loss per


                                        8
<PAGE>
common  share is computed similar to basic loss per common share except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if  the  additional  common  shares  were  dilutive.  At September 30, 2002, the
Company  has  1,642,300  of common stock equivalents that were anti-dilutive and
excluded  in  the  earnings  per  share  computation.

3.  ACQUISITION  OF  ASSETS

On  July 30, 2001, the Company entered into an Asset Purchase and Sale Agreement
to  acquire  all  the  assets  of  Six Forty-Nine Incorporated ("649"), a Nevada
corporation,  by  issuing  12,892,300  common  shares  of  the  Company.

     The asset acquisition is summarized as follows:

     Current  assets  (including  cash  of  $516,971)           $     568,212
     Equipment,  net                                            $       3,162
     Intangible  asset  -  Medslim  Program                     $       6,500

        Total  consideration                                    $     577,874
                                                                =============

Since  the  July 30, 2001 transaction resulted in the former shareholders of 649
acquiring control of Thinka Weight-Loss Corporation ("Thinka"), the transaction,
which  is  referred  to  as  a  "reverse  take-over",  was treated for financial
reporting purposes as an acquisition by 649 of the net assets and liabilities of
Thinka.  649  was  deemed  to  be  the  purchaser  for  accounting  purposes.
Consequently,  the  quarterly  unaudited  interim  financial  statements  were
presented  on  a  consolidated  basis  for the periods ended September 30, 2001,
December  31,  2001  and  March  31,  2002.

On June 28, 2002, the Company entered into a stock redemption agreement with 649
to  have  11,250,000  common shares returned and cancelled. As consideration for
the  redemption and cancellation of the 11,250,000 common shares, the intangible
asset  comprising  the  "Medslim  Program"  was  returned  to  649.

As a result of the June 28, 2002 transaction, the former shareholders of 649 are
no longer deemed to have acquired control of Thinka and the financial statements
are  now  presented  on  a  non-consolidated  basis.

4.  EQUIPMENT

A summary of equipment is as follows:

                                                       2002        2001
                                                   ------------------------
Office  equipment                                   $    3,162    $    -
Less:  Accumulated  depreciation                          (692)        -
                                                   ------------------------
                                                    $    2,470    $    -


                                        9
<PAGE>
5.  INTANGIBLE  ASSET

On  January  31,  2002,  the Company entered into an Asset Purchase Agreement to
acquire all the rights to the intellectual property known as "Carb Fighter". The
total  cash  consideration  paid  was  $250,000.

The  intangible  asset represents the purchase of all the license rights, title,
patents,  and  interest  to  certain  proprietary  formulas.

6.  NOTES  PAYABLE

Notes  payable are unsecured, due on demand and bear interest at Bank of America
prime  rate  less  2%.

7.  SUBSEQUENT  EVENT

To  further  this objective, our former officers and directors agreed to acquire
Transworld  Benefits,  Inc., a Nevada corporation, in a tax-free reorganization,
pursuant  to a Share Purchase Agreement, dated October 4, 2002.  We filed a copy
of  the  Share  Purchase  Agreement as an exhibit to our Form 8-K filed with the
Securities and Exchange Commission on October 15, 2002.  Effective as of January
30,  2003,  we acquired Transworld Benefits, Inc. pursuant to the Share Purchase
Agreement,  as  more fully described in our Form 8-K filed on February 14, 2003.
In  connection with the acquisition, our issued and outstanding common stock was
increased  from  14,534,600  shares  to  19,034,600  shares.  Because  this
transaction  closed  following  the end of this reporting period, the additional
stock  is  not  reflected  in  the financial statements included in this report.


                                        10
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  PLAN  OF  OPERATION

     This  Quarterly Report on Form 10-QSB includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E  of  the  Exchange  Act  of 1934, as amended.  These include, among
others,  the  statements  about  our  plans  and  strategies  under the headings
"Management's Discussion and Analysis of Plan of Operations."  When used in this
document  and  the  documents  incorporated  herein  by  reference,  the  words
"believes,"  "expects,"  "anticipates,"  "intends,"  "plans,"  "estimates,"  or
similar  expressions  are  intended  to  identify,  in  certain  circumstances,
forward-looking  statements.  Forward-looking  statements  are not guarantees of
future  performance  and  are subject to certain risks, uncertainties, and other
factors,  some  of  which  are  beyond our control, are difficult to predict and
could  cause  actual  results  to  differ  materially  from  those  expressed in
forward-looking  statements.  Although  it is not possible to itemize all of the
factors and specific events that could affect the outlook of a company like ours
operating  in a competitive environment, factors that could significantly impact
expected  results  include:  the  ability  to  secure  and  maintain  insurance
underwriting;  the effect of national and international economic conditions that
impact  travel; the reliability of our access to aviation equipment; the ability
to  attract  and  retain  licensed  employees  and  contractors; the loss of key
management  employees; our outstanding indebtedness; and the ability to identify
and  consummate  relationships  with  strategic  partners  and  to  retain those
relationships.  Although  we believe that our plans, intentions and expectations
reflected  in or suggested by such forward looking statements are reasonable, we
cannot  assure  that  such  plans,  intentions or expectations will be achieved.
Actual results may differ materially from the forward-looking statements made in
this  Quarterly  Report  on  Form  10-QSB.  We  do  not  intend  to  update  any
forward-looking statements, and we hereby disclaim any obligation to update such
forward-looking  statements.

(1)  Our plan of operation for the next twelve months.

     (a)  Recent  developments.

     During  the  quarter ended December 31, 2002, we did not have any available
credit,  bank  financing  or  other  external sources of liquidity.  We had very
little  operating revenue, and as a result, our operations had not been a source
of  liquidity.  We  needed to obtain additional capital in order to continue our
operations.  In  order to obtain capital, we needed to sell additional shares of
our  common stock or borrow funds from private lenders.  Our former officers and
directors  believed  it  was  is  in  the  best  interest of our stockholders to
discontinue the company's current business and attempt to acquire a new business
which  may  provide  more  value  to  our  stockholders.

     To  further  this  objective,  our  former officers and directors agreed to
acquire  Transworld  Benefits,  Inc.,  a  Nevada  corporation,  in  a  tax-free
reorganization,  pursuant  to a Share Purchase Agreement, dated October 4, 2002.
We  filed  a  copy of the Share Purchase Agreement as an exhibit to our Form 8-K
filed with the Securities and Exchange Commission on October 15, 2002. Effective
as  of  January  30, 2003, we acquired Transworld Benefits, Inc. pursuant to the
Share  Purchase  Agreement,  as  more  fully  described in our Form 8-K filed on
February  14,  2003.  In  connection  with  the  acquisition,  our  issued  and
outstanding  common  stock  was  increased  from 14,534,600 shares to 19,034,600


                                       11
<PAGE>
shares.  Because  this  transaction  closed  following the end of this reporting
period,  the  additional  stock  is  not  reflected  in the financial statements
included  in  this  report.

     Following  the  acquisition  of  Transworld  Benefits,  Inc.,  we appointed
Charles  C.  Seven as our Chief Executive Officer and President, Keith Romine as
our  Secretary and Treasurer, and Ronald Robertson as our Senior Vice President.
Mr.  Seven  and  Mr.  Romine were also appointed as directors to serve until the
next  annual  stockholders'  meeting.  This  change  in  control  is  more fully
described  in  our  Form  8-K  filed  on  February  14,  2003.

     We intend to recommend to our stockholders to change our name to Transworld
Benefits  International,  Inc.,  or similar name. For the time being, our common
stock continues to be traded on the OTC Bulletin Board under the trading symbol:
TWLO.

     (b)     Business  model

     We  have  abandoned  all previous business plans, and our new management is
committed  to  the  operation  of  Transworld  Benefits,  Inc.  A  more detailed
description  of  our plan of operation for Transworld Benefits, Inc. is included
in  our  Form 8-K filed on February 14, 2003. Our Form 8-K filed on February 14,
2003,  is  hereby  incorporated  into this report. In addition, more information
about  Transworld  Benefits,  Inc.  can  be  found  at  www.twbi.com.

     (c)     Cash requirements and additional  funds  in the next twelve months.

     We  believe  that we will need additional capital over the next twelve (12)
months  before  our operating revenues equal expenses.  We expect to obtain this
additional  capital  through traditional financing, convertible debt or the sale
of  additional  equity  stock.

     As  a  condition precedent to the acquisition of Transworld Benefits, Inc.,
we  entered  into  a Securities Purchase Agreement with La Jolla Cove Investors,
Inc. (the "Investor"), dated January 29, 2003, pursuant to which we delivered to
the  Investor an 8% Convertible Debenture in the amount of $300,000, convertible
into  our  common stock, and a Warrant to Purchase Common Stock that permits the
Investor  to  purchase up to an additional $1,500,000 worth of our common stock.
A  copy  of  the  8% Convertible Debenture and a copy of the Warrant to Purchase
Common  Stock  are  attached  as  exhibits to our Form 8-K filed on February 14,
2003,  and  are  hereby  incorporated  into  this  report.

     On January 30, 2003, we received $163,750 of the principal amount of the 8%
Convertible  Debenture.  The  remaining  principal amount of $136,250 is due and
payable  upon  the effective date of the registration statement, registering the
sale  of  the  underlying  common  stock  to  be  issued  upon conversion of the
debenture  and  exercise  of  the  warrant.  Because  this  transaction occurred
following  the  end  of the reporting period covered by this report, the paid-in
capital  and  related  expenses  are  not  reflected in the financial statements
included  with  this  report.


                                       12
<PAGE>
     We  are obligated to register the sale of the underlying common stock to be
issued  upon  conversion of the 8% Convertible Debenture and the exercise of the
Warrant.  We  intend to complete the registration statement as soon as possible.
Thirty  days following the effectiveness of such registration statement, we have
the  right  to  cause the Investor to exercise up to $150,000 of the Warrant per
month. Unless we are able to secure alternative financing, either in the form of
equity  or  debt,  we  intend  to  cause the Investor to exercise the Warrant at
$150,000  per  month until such time that our operating revenue is sufficient to
meet  our  operating  expenses.

     We  have  some control over the exercise of the Warrant. Provided we obtain
additional  financing  from a third-party of at least $1,000,000 within the next
six  months,  we have the right to reject the Investor's request to exercise all
or  any  portion  of  the  Warrant  (but  not  the  8%  Convertible  Debenture).

     In addition to the foregoing financing, we are seeking additional equity or
debt  financing  through  a  private  placement.  We  would  like  to  obtain an
additional $1,000,000 to $5,000,000 of financing over the next twelve months. We
expect  that  this financing will further dilute our common stock but will raise
the  per share value and provide the necessary capital to meet our projection of
becoming  profitable  by  the  year  2004.

     (d)     Summary  of  any  product  research  and  development  and  other
investments.

     We plan to devote more resources to the marketing, sale and distribution of
our  products.  We  believe that we have the potential to significantly increase
our  operating  revenue  by  investment  in  marketing  and distribution. We are
seeking  distribution  agreements  and  strategic  alliances with mortuaries and
related  business,  as  well  as life insurance companies and travel businesses.

     (e)     Expected  purchase  or  sale  of  plant  and significant equipment.

     Our  executive,  administrative  and  operating  offices  located  at  3675
Pecos-McLeod,  Suite  1400, Las Vegas, Nevada 89121 have been moved to 18201 Von
Karman  Avenue,  Suite  1170,  Irvine, California. The oral sublease for the old
space  was  terminated  prior  to  January  30,  2003.  Our current office space
includes  approximately  3,900  square feet, and is leased until March 14, 2005,
with no option to renew, pursuant to a sublease with DHR International, Inc., an
Illinois  corporation, a copy of which is attached as an exhibit to this report.
We  believe  this  office will be sufficient to maintain our business operations
over  the  next  twelve  months.

     We  currently own office equipment sufficient to continue the operations of
Transworld  Benefits,  Inc.  over the next twelve months. We also currently have
agreements  with  over 300 different companies to use in excess of 1,000 private
jets  that  we believe will be sufficient for the operation of the business over
the  next 36 months. Most of these companies have granted us the exclusive right
to  use  their  jets  for  repatriation  and  medical  evacuation  services.

     To  grow  the  business,  we  expect  to invest a significant amount of our
capital  investment  and  operating revenue in marketing, sales and advertising.
This  will  include  increasing the number of agreements to use private jets and


                                       13
<PAGE>
hiring additional employees  devoted to marketing and sales. The amount of these
expenses are dependent, in part, upon meeting our expectations for growth of the
business.

     (f)     Expected  significant  changes  in  the  number  of  employees.

     We  currently  have eight full-time employees.  These employees include our
three  new  officers identified in our Form 8-K, filed on February 14, 2003.  We
plan  to  increase  this  number to 16 over the next 12 months.  We plan to have
five  of  these  new  employees devoted to marketing and sales.  We plan to have
another  two  of  these  employees devoted to accounting and administration, and
another  one  devoted  to  repatriation.

PART  II:  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K  (a)

(a)  Exhibits:

2.1  Share  Purchase  Agreement, dated October 4, 2002, by and between Flax-Flex
     Fabricators,  Ltd.,  Ronald  Robertson,  Thinka Weight-Loss Corporation and
     Transworld  Benefits,  Inc.,  filed  as an exhibit to our Form 8-K filed on
     February 14, 2003, is hereby incorporated by this reference as Exhibit 2.1.

3.1  Certificate of Incorporation of Thinka Weight-Loss Corporation, filed as an
     exhibit  to our registration statement on Form SB-2 filed on July 17, 2000,
     is  hereby  incorporated  by  this  reference  as  Exhibit  3.1.

3.2  Bylaws  of  Thinka  Weight-Loss  Corporation,  filed  as  an exhibit to our
     registration  statement  on  Form  SB-2  filed  on July 17, 2000, is hereby
     incorporated  by  this  reference  as  Exhibit  3.2.

4.1  8%  Convertible  Debenture, dated January 29, 2003, issued to La Jolla Cove
     Investors,  Inc., filed as an exhibit to our Form 8-K filed on February 14,
     2003,  is  hereby  incorporated  by  this  reference  as  Exhibit  4.1.

4.2  Warrant  to  Purchase  Common  Stock,  dated January 29, 2003, issued to La
     Jolla  Cove  Investors,  Inc., filed as an exhibit to our Form 8-K filed on
     February 14, 2003, is hereby incorporated by this reference as Exhibit 4.2.

4.3  Side  Letter  Agreement between Thinka Weight-Loss Corporation and La Jolla
     Cove  Investors,  Inc.  regarding  Warrant  to Purchase Common Stock, dated
     January 29, 2003, filed as an exhibit to our Form 8-K filed on February 14,
     2003,  is  hereby  incorporated  by  this  reference  as  Exhibit  4.3.


                                        14
<PAGE>
4.4  Registration Rights Agreement, dated January 29, 2003, regarding underlying
     common  stock  to be issued upon conversion of 8% Convertible Debenture and
     exercise  of  Warrant  to Purchase Common Stock, filed as an exhibit to our
     Form  8-K  filed  on  February  14,  2003,  is  hereby incorporated by this
     reference  as  Exhibit  4.4.

10.1 Sublease, dated May 16, 2002, by and between Transworld Benefits, Inc., and
     DHR  International,  Inc.,  an  Illinois corporation, together with related
     Indemnification  Agreement,  dated  October  1,  2002.

10.2 Employment  Agreement  ~  Charles  C.  Seven,  by  and  between  Transworld
     Benefits,  Inc.  and  Charles C. Seven, filed as an exhibit to our Form 8-K
     filed  on  October  15,  2002,  is hereby incorporated by this reference as
     Exhibit  10.2.

10.3 Amendment  to  Employment  Agreement  ~  Charles  Seven,  by  and  between
     Transworld  Benefits,  Inc.  and  Charles  C.  Seven, dated effective as of
     October  29,  2002.

10.4 Employment  Agreement  ~  Keith Romine, by and between Transworld Benefits,
     Inc. and Keith Romine, filed as an exhibit to our Form 8-K filed on October
     15, 2002, is hereby incorporated by this reference as Exhibit 10.4

10.5 Employment  Agreement  ~  Ronald  Robertson,  by  and  between  Transworld
     Benefits,  Inc.  and  Ronald Robertson, filed as an exhibit to our Form 8-K
     filed  on  October  15,  2002,  is hereby incorporated by this reference as
     Exhibit 10.5.

10.6 Employment  Agreement  ~  Thomas Blake, by and between Transworld Benefits,
     Inc.  and  Thomas Blake, as amended by that certain Amendment to Employment
     Agreement, dated as of June 2002, filed as an exhibit to our Form 8-K filed
     on  October  15,  2002, is hereby incorporated by this reference as Exhibit
     10.6

99.1 Certification  Pursuant  to  18  U.S.C.  Sec.1350,  as  Adopted Pursuant To
     Section  906  of  The  Sarbanes-Oxley  Act  of  2002.

99.2 Certifications  Pursuant  to  15D-14.

(b)  Reports on Form 8-K:  A Report on Form 8-K was filed on October 15, 2002.


                                       15
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Company  has  duly  caused  this  report  to  be  signed  on  its  behalf by the
undersigned  hereunto  duly  authorized.

                                     THINKA WEIGHT-LOSS CORPORATION


Date: February 17, 2003              By: /s/ Charles C. Seven
                                     -------------------------------------------
                                     Charles C. Seven, Chief Executive Officer


                                     By: /s/ Keith Romine
                                     -------------------------------------------
                                     Keith Romine, Treasurer


                                       16
<PAGE>