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.)

3675 Pecos-McLeod, Suite 1400, Las Vegas, Nevada                           89121
--------------------------------------------------------------------------------
(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 September 30, 2002,  there were
14,534,600  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 Encore Ventures, Inc.)
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


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





























                                       F-1
<PAGE>





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

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


------------------------------------------------------------------------------------------------
                                                               SEPTEMBER 30         JUNE 30
                                                                   2002               2002
------------------------------------------------------------------------------------------------

ASSETS

<S>                                                          <C>                <C>
Current
     Cash                                                    $       25,476     $       14,654
     Prepaid expenses                                                    -               1,979
                                                             -----------------------------------
                                                                     25,476             16,633

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

                                                             $      277,946     $      269,103
================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                $        1,368     $       11,100
     Notes payable (Note 6)                                         134,340             89,500
                                                             -----------------------------------
                                                                    135,708            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                   (523,636)          (497,371)
                                                             -----------------------------------
                                                                    142,238            168,503
                                                             -----------------------------------

                                                             $      277,946     $      269,103
================================================================================================
</TABLE>





                                       F-2
<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                1999 TO
                                                             SEPTEMBER 30                 SEPTEMBER 30
                                                        2002               2001               2002
--------------------------------------------------------------------------------------------------------

<S>                                               <C>                <C>                <C>
Expenses
     Consulting fees                              $       15,000     $      145,590     $      212,615
     Depreciation                                              -                  -                692
     Grants                                                    -             50,000             10,000
     Mineral property option payment                           -                  -             25,666
     Office administration and sundry                      2,869             69,213             98,058
     Professional fees                                     8,337             55,600            166,865
     Stock transfer services                                  83             12,658             14,243
                                                  ------------------------------------------------------
                                                          26,289            333,061            528,139

Income
     Interest                                                (24)            (2,355)            (4,503)
                                                  ------------------------------------------------------

Net Loss For The Period                                   26,265            330,706     $      523,636
                                                                                        ================

Deficit Accumulated During The
  Development Stage, Beginning Of
  Period                                                 497,371             88,818
                                                  -----------------------------------

Deficit Accumulated During The
  Development Stage, End Of Period                $      523,636     $      419,524
=====================================================================================


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


Weighted Average Number Of Shares Outstanding
                                                      14,534,600         15,041,017
=====================================================================================
</TABLE>










                                       F-3
<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                1999 TO
                                                                    SEPTEMBER 30                 SEPTEMBER 30
                                                               2002               2001               2002
---------------------------------------------------------------------------------------------------------------

<S>                                                      <C>                <C>                <C>
Cash Flows From Operating Activity
     Net loss for the period                             $      (26,265)    $     (330,706)    $     (523,636)

Adjustments To Reconcile Net Loss To Net Cash
 Used By Operating Activity
     Depreciation and amortization                                    -                288                692

     Changes in assets and liabilities
         (Increase) Decrease in deposits                              -           (240,266)                 -
         (Increase) Decrease in other current assets              1,979             (1,242)                 -
         Increase (Decrease) in accounts payable and
           accrued liabilities                                   (9,732)             4,102              1,656
                                                         ------------------------------------------------------
                                                                (34,018)          (567,824)          (521,288)
                                                         ------------------------------------------------------

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

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

Net Increase (Decrease) In Cash                                  10,822           (567,824)          (542,448)
Cash, Beginning Of Period                                        14,654             15,198                  -
Cash Acquired On Asset Acquisition                                    -            567,924            567,924
                                                         ------------------------------------------------------

Cash, End Of Period                                      $       25,476     $       15,298     $       25,476
===============================================================================================================

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>



                                       F-4
<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          (497,371)          168,503

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

Balance, September 30,
  2002                            14,534,600    $     14,534    $      651,340    $     (523,636)   $      142,238
                              ======================================================================================
</TABLE>

                                       F-5
<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  September  30,  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,  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.






                                       F-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)


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

     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 $523,636 for the period from September 14, 1999
          (inception) to September 30, 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 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:

     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.



                                       F-7
<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)


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

     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 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
                                                                ===============





                                       F-8
<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)


3.   ACQUISITION OF ASSETS (Continued)
     ---------------------------------

     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   $   -
                                                       ========================


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.



                                       F-9
<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)


6.   NOTES PAYABLE
     -------------

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


































                                      F-10
<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 incorporated in Nevada 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 trading symbol on the Over-The-Counter Bulletin
Board from "ECVI" to "TWLO".

Our Business.  We were incorporated in the State of Nevada,  U.S.A. on September
14, 1999.  During the period ended  September 30, 2001, our year-end was changed
from April 30, 2001 to June 30, 2001.

On July 19, 2001, we completed a forward stock split at a ratio of 3.8:1,  which
increased  our issued and  outstanding  common shares from  3,380,000  shares to
12,892,300  shares,  and  thereafter,  changed  our name to  Thinka  Weight-Loss
Corporation.

We entered into an Asset  Purchase and Sale  Agreement to acquire all the assets
of Six  Forty-Nine  Incorporated  ("649")  by issuing  12,892,300  of our common
shares.

We,  however,  redeemed  11,250,000  of those  shares  previously  issued to 649
shareholders  in exchange  for our  delivery  back to 649 of our interest in its
Medslim Program.

We assumed the  obligations  from 649 to issue up to 1,642,300  common shares on
the exercise of 1,642,300 Warrants issued by 649 with an exercise price of $1.00
per share, expiring December 2, 2002.

We purchased, and hold the proprietary rights to a weight-loss product that acts
as an appetite reducing agent while providing proper  nutritional  requirements.
Windmill  Health  Products,  a division of Vitaquest  International  anticipates
marketing, distributing and selling our Carb Fighter product. In prior years, we
had  been  primarily  engaged  in the  acquisition  and  exploration  of  mining
properties.


                                        2
<PAGE>




We plan to move forward  with the  development,  marketing  and sale of our Carb
Fighter product.

On  October  4,  2002,  we signed a Share  Purchase  Agreement  with  Transworld
Benefits Inc., an insurance benefit company headquartered in Irvine, California,
and its shareholders.  Under the terms of this agreement,  we anticipate issuing
4,500,000  restricted  common  stock,  to Transworld in exchange for 100% of its
issued and  outstanding  shares.  Closing of this  transaction  is subject to us
completing a financing to raise  $500,000.  Upon  completion of the  anticipated
acquisition,  we will have approximately  19,400,000 common shares  outstanding.
The  shareholders  and employees of Transworld have also negotiated an agreement
to purchase  5,300,000 of our  restricted  common  shares from  Farline  Venture
Corporation,  an entity  controlled  by William  Iny, our former  President  and
Director.

Transworld  has  developed  a unique  proprietary  emergency  travel  assistance
benefits  package.  Its "Above and Beyond" service  product,  provides  valuable
assistance for travelers in cases of injury or death.  A major  component of its
service  is it will  maintain  exclusive  relationships  with a vast  network of
private  executive  aircrafts.  Its target industries for the "Above and Beyond"
service include funeral, insurance and credit card providers, as well as private
associations.

Facilities.  Our executive,  administrative and operating offices are located at
-----------
3675 Pecos-McLeod, Suite 1400, Las Vegas, Nevada 89121. Our office equipment had
a net value of $3,162 at September 30, 2002.

Liquidity. As shown in the accompanying financial statements, we have incurred a
----------
net loss of $523,636  for the period from  September  14,  1999  (inception)  to
September  30,  2002 and have no sales.  Our future  depends  on our  ability to
obtain financing and upon future  profitable  operations from the development of
our new business opportunities. We have plans to seek additional capital through
a private placement and public offering of our common stock.

As at  September  30,  2002,  we had cash on hand of $25,476,  with  liabilities
totaling $135,708.  Those liabilities  consist of $1,368 in accounts payable and
accrued  liabilities  and  $134,340  due under notes  payable and their  accrued
interests.

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.  If we are able to  initiate  operations  and  generate
------------------------
revenues,  we  anticipate  that those  revenues  will be used to help market our
products and provide us with working  capital,  and pay our legal and accounting
fees for the next  twelve  months.  Our future is  dependent  upon us  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 anticipate that we will purchase or sell any manufacturing facilities,
equipment,  or inventory  within the next three to six months unless we generate
significant revenues.

We do anticipate that we will hire employees in the next nine to twelve months.

We believe our future  success is dependant  upon the support and service of our
key  personnel.  Our  officers  and  directors  can  only be paid if and when we
generate  sufficient  revenue after payment of our day-to-day  working expenses,
including the payment of legal and accounting fees.


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.


                                        3
<PAGE>



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

None.

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

No matters were  submitted to a vote of the  Company's  shareholders  during the
three-month period ended September 30, 2002:

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

None.

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

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

On  August  23,  2002,  we filed a Form  8-K  reporting  that on June 14,  2002,
13,104,921  of  our  shareholders  voted  by  written  consent  to  approve  the
redemption of 11,250,000 of our shares  previously issued to 649 shareholders in
exchange for our delivery back to 649 of our interest in the Medslim Program.

Exhibits:
--------

None





                                   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:   October 29, 2002                      THINKA WEIGHT-LOSS CORPORATION


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

                                        Its:   Secretary, Treasurer and Director









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