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

                                   FORM 10-QSB




[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
     For the transition period from   to

Commission File No.  000-32673

                         Thinka Weight-Loss Corporation
                         ------------------------------
                 (Name of Small Business Issuer in its charter)

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

3110 East Sunset Road, Suite H1, Las Vegas, Nevada                         89120
--------------------------------------------------                         -----
(Address of principal executive offices)                              (Zip Code)

                    Issuer's telephone number: (800) 297-4450
                                               --------------


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practical  date.  As of March 31,  2002,  there were
25,784,600  shares of the  issuer's  $.001 par value  common  stock  issued  and
outstanding.






















                                        1
<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
-----------------------------















                         THINKA WEIGHT-LOSS CORPORATION
                     (Formerly Six Forty-Nine Incorporated)
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)


























                                       F-1
<PAGE>




<TABLE>
<CAPTION>
                         THINKA WEIGHT-LOSS CORPORATION
                     (Formerly Six Forty-Nine Incorporated)
                          (A Development Stage Company)

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



---------------------------------------------------------------------------------------------------
                                                                    MARCH 31           JUNE 30
                                                                      2002               2001
---------------------------------------------------------------------------------------------------

ASSETS

<S>                                                             <C>                <C>
Current
     Cash                                                       $        11,560    $       538,009
     Other current asset                                                  1,242             59,612
                                                                ----------------   ----------------
                                                                         12,802            597,621

Office Equipment, net                                                     2,643              3,162

Intangible Asset                                                        256,500              6,500
                                                                ----------------   ----------------

                                                                $       271,945    $       607,283
===================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                   $         4,950    $        30,939
     Note payable and accrued interest                                   55,719                  -
                                                                ----------------   ----------------
                                                                         60,669             30,939
                                                                ----------------   ----------------


SHAREHOLDERS' EQUITY

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

     Issued and outstanding:
          25,784,600 Common shares at March 31, 2002 and
          12,892,300 Common shares at June 30, 2001                      25,784             12,892

     Additional paid-in capital                                         806,690            819,508

Deficit Accumulated During The Development Stage                       (621,198)          (256,056)
                                                                ----------------   ----------------
                                                                        211,276            576,344
                                                                ----------------   ----------------

                                                                $       271,945    $       607,283
===================================================================================================
</TABLE>




                                       F-2
<PAGE>




<TABLE>
<CAPTION>
                         THINKA WEIGHT-LOSS CORPORATION
                     (Formerly Six Forty-Nine Incorporated)
                          (A Development Stage Company)

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


---------------------------------------------------------------------------------------------------------------------------
                                                                                                                INCEPTION
                                                                                                                 JUNE 29
                                             THREE MONTHS ENDED                  NINE MONTHS ENDED               1999 TO
                                                  MARCH 31                           MARCH 31                   MARCH 31
                                          2002              2001              2002              2001              2002
---------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>               <C>               <C>               <C>               <C>
Expenses
     Consulting fees                 $     16,775      $     53,500      $    176,615      $    193,900      $    315,179
     Depreciation                             173                 -               519                 -               807
     Grants                                     -                 -            10,000                 -            10,000
     Office administration and
       sundry                               1,664            31,051            69,147            31,106           162,861
     Professional fees                      8,685             1,242            98,473             1,242           120,274
     Stock transfer services                  137                 -            12,770                 -            15,879
                                     --------------    --------------    --------------    --------------    --------------
                                           27,434            85,793           367,524           226,248           625,000

Income
     Interest                                 (22)              (72)           (2,382)              (72)           (3,802)
                                     --------------    --------------    --------------    --------------    --------------

Net Loss For The Period                    27,412            85,721           365,142           226,176      $    621,198
                                                                                                             ==============

Deficit Accumulated During The
  Development Stage, Beginning Of
  Period                                  593,786           142,144           256,056             1,689
                                     --------------    --------------    --------------    --------------

Deficit Accumulated During The
  Development Stage, End Of
  Period                             $    621,198      $    227,865      $    621,198      $    227,865
=========================================================================================================


Net Loss Per Share                   $      (0.01)     $      (0.01)     $      (0.02)     $      (0.01)
=========================================================================================================


Weighted Average Number Of Shares
  Outstanding                          25,784,600        12,892,300        24,352,122        12,892,300
=========================================================================================================
</TABLE>

                                       F-3
<PAGE>




<TABLE>
<CAPTION>
                         THINKA WEIGHT-LOSS CORPORATION
                     (Formerly Six Forty-Nine Incorporated)
                          (A Development Stage Company)

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


--------------------------------------------------------------------------------------------------------------------------
                                                                                                               INCEPTION
                                                                                                                JUNE 29
                                                      THREE MONTHS ENDED             NINE MONTHS ENDED          1999 TO
                                                            MARCH 31                      MARCH 31              MARCH 31
                                                      2002           2001           2002           2001           2002
--------------------------------------------------------------------------------------------------------------------------

<S>                                               <C>            <C>            <C>            <C>            <C>
Cash Flows From Operating Activity
     Net loss for the period                      $  (27,412)    $  (85,721)    $ (365,142)    $ (226,176)    $ (621,198)

Adjustments To Reconcile Net Loss To Net
   Cash Used By Operating Activity
     Depreciation and amortization                       173              -            519              -            807
     Non-cash consulting services rendered                 -              -              -              -          1,250

     Changes in assets and liabilities
         (Increase) Decrease in other current
           assets                                          -              -         58,370              -         (1,242)
         Increase (Decrease) in accounts
            payable and accrued liabilities           26,653          6,550         25,693         18,151         56,632
                                                  ------------   ------------   ------------   ------------   ------------
                                                        (586)       (79,171)      (280,560)      (208,025)      (563,751)
                                                  ------------   ------------   ------------   ------------   ------------

Cash Flows From Investing Activity
     Purchases of property and equipment                   -              -       (250,000)        (6,500)      (253,450)
                                                  ------------   ------------   ------------   ------------   ------------

Cash Flows From Financing Activity
     Proceeds from issuance of common
        stock                                              -        102,650              -        237,650        824,650
                                                  ------------   ------------   ------------   ------------   ------------

Net Increase (Decrease) In Cash                         (586)        23,479       (530,560)        23,125          7,449
Cash, Beginning Of Period                             12,146          1,642        538,009          1,996              -
Cash Acquired On Business
   Combination                                             -              -          4,111              -          4,111
                                                  ------------   ------------   ------------   ------------   ------------

Cash, End Of Period                               $   11,560     $   25,121     $   11,560     $   25,121     $   11,560
==========================================================================================================================

Supplemental Disclosure Of Cash Flow Information
     Income taxes paid                            $        -     $        -     $        -     $        -     $        -
==========================================================================================================================
     Interest                                     $      219     $        -     $      219     $        -     $      219
==========================================================================================================================

Supplemental Disclosure Of Non-Cash
   Investing And Financing Activities
     Stock issued for services rendered           $        -     $        -     $        -     $    1,250     $    1,250
==========================================================================================================================
     Stock issued for intangible asset            $        -     $        -     $        -     $    6,500     $    6,500
==========================================================================================================================
     Stock issued for acquisition of Thinka
       Weight-Loss Corporation                    $        -     $        -     $       74     $        -     $       74
==========================================================================================================================
</TABLE>

                                       F-4
<PAGE>




<TABLE>
<CAPTION>
                         THINKA WEIGHT-LOSS CORPORATION
                     (Formerly Six Forty-Nine Incorporated)
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)


                                                                                                 DEFICIT
                                                          COMMON STOCK                         ACCUMULATED
                                                 ----------------------------    ADDITIONAL     DURING THE
                                                                                   PAID-IN     DEVELOPMENT
                                                    SHARES          AMOUNT         CAPITAL        STAGE          TOTAL
                                                 -------------------------------------------------------------------------

<S>                                              <C>             <C>            <C>            <C>            <C>
Balance, June 29, 1999, date of
  incorporation                                            -     $        -     $        -     $        -     $        -
Sale of common stock at $0.001 per share
  (June 1999)                                      3,500,000          3,500              -              -          3,500
Net loss for the period                                    -              -              -         (1,000)        (1,000)
                                                 -------------   ------------   ------------   ------------   ------------

Balance, June 30, 1999                             3,500,000          3,500              -         (1,000)         2,500

Net loss for the period                                    -              -              -           (689)          (689)
                                                 -------------   ------------   ------------   ------------   ------------

Balance, June 30, 2000                             3,500,000          3,500              -         (1,689)         1,811

Acquisition of intangible asset at ($0.001)
  per share (November 2000)                        6,500,000          6,500              -              -          6,500
Issuance of stock in exchange for services
  rendered at $0.001 per share (November
  2000)                                            1,250,000          1,250              -              -          1,250
Sale of common stock at $0.50 per share
  (January 2001)                                      50,000             50         24,950              -         25,000
Sale of common stock at $0.50 per share
  (March 2001)                                     1,592,300          1,592        794,558              -        796,150
Net loss for the year                                      -              -              -       (254,367)      (254,367)
                                                 -------------   ------------   ------------   ------------   ------------

Balance, June 30, 2001                            12,892,300         12,892        819,508       (256,056)       576,344

Adjustment to number of shares issued and
  outstanding as a result of the reverse
  take-over transaction
     Six Forty-Nine Incorporated                 (12,892,300)             -              -              -              -
     Thinka Weight-Loss Corporation               12,892,300              -              -              -              -
                                                 -------------   ------------   ------------   ------------   ------------
                                                  12,892,300         12,892        819,508       (256,056)       576,344
Issuance of stock on acquisition of Thinka
  Weight-Loss Corporation                         12,892,300         12,892        (12,818)                           74
Net loss for the period                                    -              -              -       (365,142)      (365,142)
                                                 -------------   ------------   ------------   ------------   ------------

Balance, March 31, 2002                           25,784,600     $   25,784     $  806,690     $ (621,198)    $  211,276
                                                 =========================================================================
</TABLE>

                                       F-5
<PAGE>




                         THINKA WEIGHT-LOSS CORPORATION
                     (Formerly Six Forty-Nine Incorporated)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



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

The unaudited  consolidated  financial  statements as of March 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  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,  2001  audited  financial
statements and notes thereto.


1.   NATURE OF OPERATIONS
     --------------------

     a)   Going Concern

          The accompanying  consolidated 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 $ 621,198  for the period  from June 29,  1999
          (inception)  to March 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.

     b)   Reverse Take-Over

          Effective July 30, 2001,  Encore Ventures,  Inc.  ("Encore")  acquired
          100% of the assets of Six Forty-Nine  Incorporated  ("Six Forty-Nine")
          by issuing 12,892,300 common shares. Since the transaction resulted in
          the former shareholders of Six Forty-Nine acquiring control of Encore,
          the transaction,  which is referred to as a "reverse  take-over",  has
          been  treated  for  accounting  purposes  as  an  acquisition  by  Six
          Forty-Nine  of the net assets and  liabilities  of Encore.  Under this
          purchase method of accounting, the results of operations of Encore are
          included in these financial statements from July 30, 2001.


                                       F-6
<PAGE>




                         THINKA WEIGHT-LOSS CORPORATION
                        (Formerly Encore Ventures, Inc.)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.   NATURE OF OPERATIONS (Continued)
     --------------------------------

     b)   Reverse Take-Over

          Control  of the net  assets  of  Encore  was  acquired  for the  total
          consideration  of $74  representing  the fair  value of the  assets of
          Encore.  Six  Forty-Nine is deemed to be the purchaser for  accounting
          purposes.  Accordingly,  its net assets are  included  in the  balance
          sheet at their previously recorded values.

          The acquisition is summarized as follows:

               Cash                                                 $     4,111
               Accounts payable and accrued liabilities                   4,037
                                                                    ------------
                                                                    $       74
                                                                    ============
               Consideration given at a value of:
                    Common shares                                    $      74
                                                                    ============

          During the period,  the Company changed its name from Encore Ventures,
          Inc. to Thinka Weight-Loss Corporation.

          The year end of the Company has been  changed from April 30 to June 30
          as a result of the reverse take-over transaction.


2.   SIGNIFICANT ACCOUNTING POLICIES
     -------------------------------

     The consolidated  financial statements of the Company have been prepared in
     accordance  with  generally  accepted  accounting  principles in the United
     States.  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 judgement.

     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:


                                       F-7
<PAGE>




                         THINKA WEIGHT-LOSS CORPORATION
                     (Formerly Six Forty-Nine Incorporated)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)
     -------------------------------------------

     a)   Consolidation

          These financial statements include the accounts of the Company and its
          subsidiary, Six Forty-Nine Incorporated.

     b)   Office Equipment

          Office  equipment is recorded at cost and amortized on a straight line
          basis over five years.

     c)   Intangible Assets

          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 is not amortizing intangible assets until operations begin
          and revenues are earned.















                                       F-8
<PAGE>




Item 2.  Plan of Operation
--------------------------

(begin boldface)
This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.
(end boldface)

Our Development. We were originally incorporated on September 14, 1999, as
Encore Ventures, Inc. On or about August 9, 2001, we filed the necessary
documents with the Secretary of State of Nevada to change our name to Thinka
Weight-Loss Corporation. We also changed our symbol from "ECVI" to "TWLO".

Our Business. We were originally in the business of mineral exploration.
However, we made the decision to change the direction of our business. In July
2001, we purchased all of the assets of Six Forty-Nine Incorporated, a Nevada
corporation, in exchange for 12,892,300 shares of our common stock. Since the
transaction resulted in the former shareholders of Six Forty-Nine Incorporated
acquiring control of Thinka Weight-Loss Corporation, the transaction was treated
for accounting purposes as an acquisition by Six Forty-Nine Incorporated of the
net assets and liabilities of Thinka Weight-Loss Corporation.

Control of the net assets of Thinka Weight-Loss Corporation was acquired for the
total consideration of $74, representing the fair value of the assets of Thinka
Weight-Loss Corporation. Six Forty-Nine Incorporated is considered to be the
purchaser for accounting purposes and, therefore, its net assets are included in
the balance sheet at their previously recorded values. This type of transaction
is referred to as a reverse take-over. The assets included all right, title and
interest in the Thinka product, a liquid, low carbohydrate, high protein weight
loss product, which will be sold in several different flavors. We are in the
process of negotiating with United States food manufacturers for the production
and distribution of Thinka products, which includes low-carbohydrate,
high-protein meal replacement drinks.

We plan to utilize both traditional and online marketing efforts to reach
dieters pursuing either self-regulated or medically supervised diets. We hope to
make our proposed products available at traditional stores, including retail
outlets as well as through medical and clinical programs. We also intend to
develop an Internet presence to both market and distribute our proposed
products. Our proposed website is currently under development. We anticipate

                                        2
<PAGE>



that our proposed website will include membership programs, electronic
newsletters, and online retailers that will promote our proposed product. We
hope to create a useful and educational weight loss information site.

On January 31, 2002, we entered into an Asset Purchase Agreement with One World
Networks Integrated Technologies, Inc., a Nevada corporation, which agreement
superseded and replaced the Letter of Intent and amendments previously entered
into between those parties on September 17, 2001 and September 26, 2001,
respectively. The Asset Purchase Agreement provides for our purchase of the Carb
Fighter product from One World Networks Integrated Technologies, Inc. for an
aggregate purchase price of $250,000. This transaction was reported on a Current
Report on Form 8-K filed with the Securities and Exchange Commission on March
25, 2002.

Facilities. Our executive, administrative and operating offices are located at
-----------
3110 East Sunset Road, Suite H1, Las Vegas, Nevada 89120. Our office equipment
had a net value of $2,643 at March 31, 2002.

Liquidity. We have not had revenues from operations in the last two (2) fiscal
----------
years. We have incurred a net loss of $621,198 for the period from June 29, 1999
(inception) to March 31, 2002, and have no sales. Our future depends on our
ability to obtain financing and upon future profitable operations.

At March 31, 2002, we had cash on hand of $11,560, with liabilities totaling
$60,669. Those liabilities consist of $4,950 in accounts payable and accrued
liabilities and $55,719 due under a note payable and its accrued interest.

We have incurred significant expenses during the three (3) months ended March
31, 2002. Specifically, consulting fees for the three months ended March 31,
2002 totaled $16,775, a significant decrease from the three-month period ended
March 31, 2001, in which consulting fees totaled $53,500. Office administration
and miscellaneous expenses totaled $1,664 during the three (3) months ended
March 31, 2002, a significant decrease from the three-month period ended March
31, 2001, in which such expenses totaled $31,051. We incurred professional fees
of $8,685 during the three-month period ended March 31, 2002, an increase from
the $1,242 we incurred during the same period in 2001. We believe these
professional fees will continue to be incurred as they are recurring costs
relating to satisfying our reporting obligations. Our net loss for the period
was $27,412, a significant improvement over the $85,721 net loss we incurred
during the three-month period ended March 31, 2001.

Our fiscal year-end has been changed from April 30 to June 30 as a result of the
reverse take-over transaction.

We are not aware of any trends, demands, commitments or uncertainties that will
result in our liquidity decreasing or increasing in a material way.

Our Plan of Operation for the Next 12 Months. We believe our available cash and
---------------------------------------------
our deposits will provide sufficient capital for us to pay the professional fees
necessary to meet our reporting obligations under the Securities Exchange Act of
1934; however, we will have very limited capital available to fund our
operations for the next 12 months. Our future is dependent on obtaining
additional financing and we do not presently have any such financing available.
We anticipate raising capital through the offer and sale of our securities. We
do not expect to purchase or sell any manufacturing facilities, equipment, or
inventory. Moreover, we do not expect any significant changes in our number of
employees. Other than our executive officers, we have no employees.






                                        3
<PAGE>



PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

We are not aware of any pending litigation nor do we have any reason to believe
that any such litigation exists.

Item 2.  Change in Securities
-----------------------------

Not applicable.

Item 3.  Defaults Upon Senior Securities
----------------------------------------

None.

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

There were no matters submitted to a vote of security holders during the
three-month period ended March 31, 2002. We filed a Current Report on Form 8-K
during the period reporting that, on December 24, 2001, at a special meeting of
shareholders, Daniel Melnick, Charles H. Stein and Clifford Perlman were removed
as directors of the company. See Item 6 below for further details.

Item 5.  Other Information
--------------------------

None.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

Reports on Form 8-K:
-------------------

On January 10, 2002, we filed a Form 8-K with the Securities and Exchange
Commission reporting that, on December 24, 2001, at a special meeting of
shareholders, Daniel Melnick, Charles H. Stein and Clifford Perlman were removed
as directors of the company. Also on December 24, 2001, the remaining directors
unanimously voted to remove Charles H. Stein as our Chief Executive Officer and
appoint Stacy Lauridia as our Chief Executive Officer. This report is
incorporated herein by this reference.

On March 25, 2002, we filed a Form 8-K with the Securities and Exchange
Commission reporting that on January 31, 2002, we entered into an Asset Purchase
Agreement with One World Networks Integrated Technologies, Inc., a Nevada
corporation, which agreement superseded and replaced the Letter of Intent and
amendments previously entered into between those parties on September 17, 2001
and September 26, 2001, respectively. The Asset Purchase Agreement provides for
our purchase of the Carb Fighter product from One World Networks Integrated
Technologies, Inc. for an aggregate purchase price of $250,000. This report is
incorporated herein by this reference.


Exhibits: A copy of the Asset Purchase Agreement and General Conveyance,
--------
Transfer, Assignment and Bill of Sale for the Carb Fighter product was filed as
an exhibit to the Current Report on Form 8-K filed on March 25, 2002. That
exhibit, a material contract, is incorporated herein by this reference.





                                        4
<PAGE>



                                   SIGNATURES

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

Dated:   May 14, 2002                    THINKA WEIGHT-LOSS CORPORATION


                                         By:   /s/ Kathy Whyte
                                               ---------------
                                               Kathy Whyte

                                         Its:  Secretary, Treasurer and Director






























                                        5