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


                                    AMENDED
                                   FORM 10-QSB





QUARTERLY  REPORT UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 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
incorporation or organization)                               Identification No.)


2267 Aria Drive, Henderson, Nevada                                         89052
--------------------------------------------------------------------------------
(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 December 31, 2001,  there were
25,784,600  shares of the  issuer's  $.001 par value  common  stock  issued  and
outstanding.












<PAGE>




                         PART I - FINANCIAL INFORMATION


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


















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


                        CONSOLIDATED FINANCIAL STATEMENTS



                                DECEMBER 31, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)





















                                       F-1
<PAGE>


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

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



---------------------------------------------------------------------------------------------------
                                                                    DECEMBER 31         JUNE 30
                                                                       2001               2001
---------------------------------------------------------------------------------------------------

ASSETS

<S>                                                              <C>                <C>
Current
     Cash                                                        $        12,146    $      538,009
     Deposits                                                            205,000           -
     Other current asset                                                   1,242            59,612
                                                                 ----------------------------------
                                                                         218,388           597,621

Office Equipment, net                                                      3,162             3,162

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

                                                                 $       228,050    $      607,283
===================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                    $        29,016    $       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 December 31, 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                        (633,440)         (256,056)
                                                                 ----------------------------------
                                                                         199,034           576,344
                                                                 ----------------------------------

                                                                 $       228,050    $      607,283
===================================================================================================
</TABLE>


                                       F-2

<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                   SIX MONTHS ENDED               1999 TO
                                              DECEMBER 31                         DECEMBER 31               DECEMBER 31
                                        2001               2000             2001               2000             2001
-------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>                <C>              <C>                <C>              <C>
Expenses
     Consulting fees                $    15,000        $   140,000      $   159,840        $   140,400      $   298,404
     Grants                                 -                  -             50,000                -             50,000
     Office administration and
       sundry                             1,563                 28           66,962                 55          161,468
     Professional fees                   37,163                -             90,194                -            111,491
     Stock transfer services                115                -             12,748                -             15,857
                                    -------------------------------------------------------------------------------------
                                         53,841            140,028          379,744            140,455          637,220

Income
     Interest                               (25)               -             (2,360)               -             (3,780)
                                    -------------------------------------------------------------------------------------

Net Loss For The Period                  53,816            140,028          377,384            140,455      $   633,440
                                                                                                            =============

Deficit Accumulated During The
  Development Stage, Beginning
  Of Period                             579,624              2,116          256,056              1,689
                                    ------------------------------------------------------------------

Deficit Accumulated During The
  Development Stage, End Of
  Period                            $   633,440        $   142,144      $   633,440        $   142,144
======================================================================================================


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


Weighted Average Number Of Shares
  Outstanding                        25,784,600         12,892,300       23,635,883         12,892,300
======================================================================================================
</TABLE>









                                       F-3

<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               SIX MONTHS ENDED              1999 TO
                                                            DECEMBER 31                      DECEMBER 31              DECEMBER 31
                                                       2001            2000             2001            2000              2001
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>             <C>              <C>             <C>               <C>
Cash Flows From Operating Activity
     Net loss for the period                       $   (53,816)    $  (140,028)     $  (377,384)    $  (140,455)      $  (633,440)

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                35,266             -           (205,000)            -            (205,000)
         (Increase) Decrease in other current
           assets                                          -               -             58,370             -              (1,242)
         Increase (Decrease) in accounts payable
           and accrued liabilities                      15,398          15,102           (5,960)         15,101            24,979
                                                   ---------------------------------------------------------------------------------
                                                        (3,152)       (124,926)        (529,974)       (125,354)         (813,165)
                                                   ---------------------------------------------------------------------------------

Cash Flows From Investing Activity
     Purchases of property and equipment                   -            (6,500)             -            (6,500)           (3,450)
                                                   ---------------------------------------------------------------------------------

Cash Flows From Financing Activity
     Proceeds from issuance of common
       stock                                               -           131,500              -           131,500           824,650
                                                   ---------------------------------------------------------------------------------

Net Increase (Decrease) In Cash                         (3,152)             74         (529,974)           (354)            8,035
Cash, Beginning Of Period                               15,298           1,568          538,009           1,996               -
Cash Acquired On Business
  Combination                                              -               -              4,111             -               4,111
                                                   ---------------------------------------------------------------------------------

Cash, End Of Period                                $    12,146     $     1,642      $    12,146     $     1,642       $    12,146
====================================================================================================================================

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      $       -       $     1,250       $     1,250
====================================================================================================================================
     Stock issued for intangible asset             $       -       $     6,500      $       -       $     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 Encore Ventures, Inc.)
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                DECEMBER 31, 2001
                                   (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>
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                                    -                -               -             (377,384)        (377,384)
                                                 -----------------------------------------------------------------------------------

Balance, December 31, 2001                          25,784,600    $      25,784   $     806,690    $      (633,440)   $     199,034
                                                 ===================================================================================
</TABLE>


                                       F-5
<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001
                                   (Unaudited)
                            (Stated in U.S. Dollars)



BASIS OF PRESENTATION

The unaudited consolidated financial statements as of December 31, 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 $ 633,440  for the period  from June 29,  1999
          (inception) to December 31, 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.











                                       F-6
<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 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:











                                       F-7
<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 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.

















                                       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. Under this
purchase method of accounting, the results of our operations are included in the
financial statements from July 30, 2001.

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



                                        2
<PAGE>




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
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.


Facilities. Our executive, administrative and operating offices are located at
----------
2267 Aria Drive, Henderson, Nevada 89052. Our office equipment has a net value
of $3,162.


Liquidity. We have not had revenues from operations in the last two (2) fiscal
---------
years. At December 31, 2001, we had cash on hand of $12,146 and deposits
totaling $205,000. However, we have incurred a net loss of $633,440 for the
period from June 29, 1999 (our inception) to December 31, 2001.We have no sales.
We had $29,016 in accounts payable and accrued liabilities of December 31, 2001,
a decrease from our outstanding accounts payable and accrued liabilities at June
30, 2001, which were $30,939.00.

We have incurred significant expenses during the three (3) months ended
September 30, 2001. Specifically, consulting fees for the three months ended
December 31, 2001 totaled $15,000, a significant decrease from the three-month
period ended December 31, 2000, in which consulting fees totaled $140,000.
Office administration and miscellaneous expenses totaled $1,563 during the three
(3) months ended December 31, 2001. We incurred professional fees of $37,163
during the three-month period ended December 31, 2001, and fees incurred for
stock transfer services during the same period totaled $115. We did not have any
income during the period, but incurred a loss of $25 categorized as negative
interest income. Therefore, our net loss for the period was $53,816.

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.





                                        3
<PAGE>




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.


On October 5, 2001, we filed a Form 8-K with the Securities and Exchange
Commission reporting the basic terms of a proposed agreement between One World
Networks Integrated Technologies, Inc. and us concerning the purchase of certain
of One World's assets, including certain product lines and products. That Form
8-K also included, as exhibits thereto, (i) a copy of the Letter of Intent which
specified the terms and conditions of the proposed agreement, and (ii) an
addendum to the Letter of Intent modifying the confidentiality provisions of the
Letter of Intent. The letter of intent with One World has been revoked by mutual
consent of the parties; however, we still intend to acquire One World's
"Carbfighter" product. During the three month period ended December 31, 2001, we
paid One World $200,000 to purchase their Carbfighter product only. We
anticipate that the Carbfighter product will be purchased for total funds of
approximately $250,000.


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.



                          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. During the last three months, we have not purchased any
------------------
assets. However, 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.





                                        4
<PAGE>




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

None


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

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 July 31, 2001, we filed a Form 8-K with the Securities and Exchange
Commission reporting our acquisition of all right, title and interest in the
Thinka product from Six Forty-Nine Incorporated (as discussed within Item 2 of
this Form 10-QSB). Such report is incorporated herein by this reference. On
September 25, 2001, we filed an amended Form 8-K containing the financial
statements of the business acquired, Six Forty-Nine Incorporated. This amended
report is incorporated herein by this reference.


On October 5, 2001, we filed a Form 8-K with the Securities and Exchange
Commission reporting the basic terms of a proposed agreement between One World
Networks Integrated Technologies, Inc. and us concerning the purchase of certain
of One World's assets, including certain product lines and products. That Form
8-K also included, as exhibits thereto, (i) a copy of the Letter of Intent which
specified the terms and conditions of the proposed agreement, and (ii) an
addendum to the Letter of Intent modifying the confidentiality provisions of the
Letter of Intent. Such report, including the exhibits thereto, is incorporated
herein by this reference. The letter of intent with One World has been revoked
by mutual consent of the parties; however, we still intend to acquire One
World's "Carbfighter" product. To date we have paid One World $200,000.00 to
purchase their Carbfighter product only. We anticipate that the Carbfighter
product will be purchased for total funds of approximately $250,000.00


On December 20, 2001, we filed a Form 8-K with the Securities and Exchange
Commission reporting that, pursuant to the July 30, 2001 acquisition from Six
Forty-Nine Incorporated, we adopted a June 30th fiscal year end. This report is
incorporated herein by this reference.

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







                                        5
<PAGE>




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.


Exhibits:  None
--------



                                   SIGNATURES


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

Dated:  March 12, 2002                       THINKA WEIGHT-LOSS CORPORATION



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

                                         Its:  Secretary, Treasurer and Director





































                                        6