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 SEPTEMBER 30, 2001


[   ]  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 Identification No.)
incorporation or organization)

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 September 30, 2001,  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 Encore Ventures, Inc.)
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)

















                                        2


<PAGE>




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

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



-------------------------------------------------------------------------------------------
                                                         SEPTEMBER 30         JUNE 30
                                                             2001               2001
-------------------------------------------------------------------------------------------

<S>                                                   <C>                 <C>
ASSETS

Current
     Cash                                             $        15,298     $      538,009
     Deposits                                                 240,266              -
     Other current asset                                        1,242             59,612
                                                      ------------------------------------
                                                              256,806            597,621

Office Equipment, net                                           3,162              3,162

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

                                                      $       266,468     $      607,283
===========================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities         $        13,618     $       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
          September 30, 2001 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             (579,624)          (256,056)
                                                      -------------------------------------
                                                              252,850            576,344
                                                      -------------------------------------

                                                      $       266,468     $      607,283
===========================================================================================
</TABLE>



                                        3


<PAGE>




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

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



--------------------------------------------------------------------------------------------------------------
                                                                                               INCEPTION
                                                                                                JUNE 29
                                                            THREE MONTHS ENDED                  1999 TO
                                                               SEPTEMBER 30                   SEPTEMBER 30
                                                        2001                 2000                 2001
--------------------------------------------------------------------------------------------------------------

<S>                                              <C>                      <C>                <C>
Expenses
     Consulting fees                             $          144,840       $         400      $   283,403
     Grants                                                  50,000                -              50,000
     Office administration and sundry                        65,399                  28          159,906
     Professional fees                                       53,031                -              74,328
     Stock transfer services                                 12,633                -              15,742
                                                 -------------------------------------------------------------
                                                            325,903                 428          583,379

Income
     Interest                                                (2,335)               -              (3,755)
                                                 -------------------------------------------------------------

Net Loss For The Period                                     323,568                 428      $   579,624
                                                                                             =================

Deficit Accumulated During The
  Development Stage, Beginning Of Period                    256,056               1,689
                                                 -------------------------------------------

Deficit Accumulated During The
  Development Stage, End Of Period               $          579,624       $       2,117
============================================================================================


Net Loss Per Share                               $          (0.04)        $      (0.01)
============================================================================================


Weighted Average Number Of Shares Outstanding            15,041,017          12,892,300
============================================================================================
</TABLE>








                                        4


<PAGE>




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

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

----------------------------------------------------------------------------------------------------------------------
                                                                                                       INCEPTION
                                                                                                        JUNE 29
                                                                         THREE MONTHS ENDED             1999 TO
                                                                            SEPTEMBER 30              SEPTEMBER 30
                                                                         2001            2000             2001
----------------------------------------------------------------------------------------------------------------------

<S>                                                                   <C>              <C>           <C>
Cash Flows From Operating Activity
     Net loss for the period                                          $   (323,568)    $    (428)    $   (579,624)

Adjustments To Reconcile Net Loss To Net Cash Used By Operating
  Activity
     Depreciation and amortization                                           -              -                 288
     Non-cash consulting services rendered                                   -              -               1,250

     Changes in assets and liabilities
         (Increase) Decrease in deposits                                  (240,266)         -            (240,266)
         (Increase) Decrease in other current assets                        58,370          -              (1,242)
         Increase (Decrease) in accounts payable and accrued
           liabilities                                                     (21,358)         -               9,581
                                                                      ------------------------------------------------
                                                                          (526,822)         (428)        (810,013)
                                                                      ------------------------------------------------

Cash Flows From Investing Activity
     Purchases of property and equipment                                     -              -              (3,450)
                                                                      ------------------------------------------------

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

Net Increase (Decrease) In Cash                                           (526,822)         (428)          11,187
Cash, Beginning Of Period                                                  538,009         1,996            -
Cash Acquired On Business Combination                                        4,111          -               4,111
                                                                      ------------------------------------------------

Cash, End Of Period                                                   $     15,298     $   1,568     $     15,298
======================================================================================================================

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

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

                                        5


<PAGE>




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

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                               SEPTEMBER 30, 2001
                                   (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                                  -                -               -            (323,568)           (323,568)
                                                 -----------------------------------------------------------------------------------

Balance, September 30, 2001                          25,784,600   $     25,784    $     806,690   $    (579,624)      $     252,850
                                                 ===================================================================================
</TABLE>

                                        6


<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)



BASIS OF PRESENTATION

The  unaudited  consolidated  financial  statements  as of  September  30,  2001
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)   Change of Name and Year End

          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 (Note 1(c)).

     b)   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  $579,624  for the period  from June 29,  1999
          (inception) to September 30, 2001, 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.



                                        7


<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.   NATURE OF OPERATIONS (Continued)

     c)   Reverse Take-Over

          Effective July 30, 2001,  Thinka  Weight-Loss  Corporation  ("Thinka")
          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 Thinka, 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
          Thinka.  Under this  purchase  method of  accounting,  the  results of
          operations of Thinka are included in these  financial  statements from
          July 30, 2001.

          Control  of the net  assets  of  Thinka  was  acquired  for the  total
          consideration  of $74  representing  the fair  value of the  assets of
          Thinka.  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
                                                                 ==============


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:


                                        8

<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (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.








                                        9


<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.  This type of
transaction is sometimes 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.  The Thinka
products  are meal  replacement  products  which act as an appetite  suppressant
while providing proper  nutritional  support,  thus assisting mild to moderately
overweight adults to achieve weight loss goals.

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
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.


                                       10


<PAGE>



Our Plan of  Operation  for the Next 12 Months.  We have not had  revenues  from
----------------------------------------------
operations in the last two (2) fiscal years.  At September 30, 2001, we had cash
on hand of  $15,298.00;  deposits  totaling  $240,266.00;  and we had  generated
interest  income of $2,335.00  for the  three-month  period ended  September 30,
2001. We believe this  available  cash and our deposits will provide  sufficient
capital for our operations for the next 12 months.  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.

Facilities.  Our executive,  administrative and operating offices are located at
----------
3110 East Sunset Road, Suite H1, Las Vegas, Nevada 89120.

Liquidity.  As of September  30, 2001, we had not realized any revenues from our
---------
operations.  We had  $13,618.00 in accounts  payable and accrued  liabilities at
September 30, 2001, a decrease from our outstanding accounts payable and accrued
liabilities  at June 30,  2001,  which were  $30,939.00.  Our deficit  which has
accumulated during our development stage reached $579,624.00 as of September 30,
2001, a significant  increase from the deficit which had accumulated at June 30,
2001, which was $256,056.00.  We have incurred  significant  expenses during the
three (3) months ended  September 30, 2001.  Specifically,  our consulting  fees
totaled $144,840.00.  Office  administration and miscellaneous  expenses totaled
$65,399.00   during  the  three  (3)  months  ended   September  30,  2001.  Our
professional  fees  were  $53,031.00  during  the  three-month  period  and fees
incurred for stock transfer services totaled $12,633.00.  Our only income during
the period was $2,335.00 in interest income.

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.


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
------------------------------

Purchase of Assets.  On July 30,  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.  The shares  issued to Six  Forty-Nine  Incorporated  were
issued in  reliance  on that  exemption  from the  registration  and  prospectus
delivery  requirements  of the  Securities  Act  specified by the  provisions of
Section 4(2) of the Securities Act and Rule 506 of Regulation D.

Stock Split.  On or about July 19, 2001, we effectuated a forward stock split at
-----------
a ratio of  3.814289941:1  which  increased  our issued and  outstanding  common
shares from 3,380,000 shares to 12,892,300 shares.

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

None

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

None


                                       11


<PAGE>



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

None

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

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

On July  31,  2001,  we  filed a Form  8-K  with  the  Securities  and  Exchange
Commission  announcing the  acquisition of all right,  title and interest in the
Thinka product from Six  Forty-Nine  Incorporated.  Such report is  incorporated
herein by this reference.

On  August  15,  2001,  we filed a Form 8-K with  the  Securities  and  Exchange
Commission  announcing that we had entered into a Letter of  Understanding  with
Garden State Nutritionals. Such report is incorporated herein by this reference.


Exhibits:
--------

10.1      Asset   Acquisition   Agreement   Between   Us  and   Six   Forty-Nine
          Incorporated.  (See  exhibit  attached  to the Form 8-K filed with the
          Securities and Exchange  Commission on July 31, 2001 and  incorporated
          herein by this reference).

10.2      Letter of Understanding Between Us and Garden State Nutritionals. (See
          the  exhibit  attached to the Form 8-K filed with the  Securities  and
          Exchange Commission on August 15, 2001 and incorporated herein by this
          reference).
























                                       12


<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:   December 20, 2001                       THINKA WEIGHT-LOSS CORPORATION


                                             By: /s/ Stacey Lauridia
                                                 -------------------
                                                 Stacey Lauridia

                                             Its:     President


































                                       13