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 JULY 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 Identification No.)
incorporation or organization)

                                                                          89120
3110 East Sunset Road, Suite H1, Las Vegas, Nevada                        -----
--------------------------------------------------------------------------------
(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 July 31, 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
-----------------------------




                              ENCORE VENTURES, INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


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







                                       2
<PAGE>







                              ENCORE VENTURES, INC.
                          (A Development Stage Company)

                       BALANCE SHEETS (RESTATED - NOTE 4)
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>
------------------------------------------------------------------ --------------  --------------
                                                                      JULY 31         APRIL 30
                                                                        2001            2001
------------------------------------------------------------------ --------------  --------------
<S>                                                                     <C>              <C>
ASSETS

Current
     Cash                                                          $       4,128   $      23,300

Intangible Assets                                                         12,893               -
                                                                   -------------   -------------

                                                                   $      17,021   $      23,300
================================================================== =============   =============

LIABILITIES

Current
     Accounts payable and accrued liabilities                      $       4,036   $       9,969
                                                                   -------------   -------------

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 July 31, 2001
           12,892,300 Common shares at April 30, 2001                     16,273           3,380

     Additional paid-in capital                                           91,120          91,120

Deficit Accumulated During The Development Stage                         (94,408)        (81,169)
                                                                   -------------   -------------
                                                                          12,985          13,331
                                                                   -------------   -------------

                                                                   $      17,021   $      23,300
================================================================== =============   =============
</TABLE>





                                       3
<PAGE>



                              ENCORE VENTURES, INC.
                          (A Development Stage Company)

               STATEMENTS OF LOSS AND DEFICIT (RESTATED - NOTE 4)
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>
-------------------------------------------------------    ----------------    ----------------    ----------------
                                                                 THREE               THREE             INCEPTION
                                                                 MONTHS              MONTHS            SEPTEMBER 14
                                                                 ENDED               ENDED             1999 TO
                                                                 JULY 31             JULY 31           JULY 31
                                                                 2001                2000              2001
---------------------------------------------------------  ----------------    ----------------    ----------------
   <S>                                                            <C>                  <C>                <C>
Expenses
     Consulting fees                                       $          5,000    $              -    $          6,000
     Mineral property option payments                                     -                   -              25,666
     Office administration and sundry                                 5,032               1,604              19,147
     Professional fees                                                3,305              11,662              44,263
     Stock transfer services                                             25                 660               1,415
                                                           ----------------    ----------------    ----------------
                                                                     13,362              13,926              96,491

Income
     Interest                                                          (123)                  -              (2,083)
                                                           ----------------    ----------------    ----------------
Net Loss For The Period                                              13,239              13,926    $         94,408
                                                           ----------------    ----------------    ================

Deficit Accumulated During The
  Development Stage, Beginning Of Period, as
  previously reported                                                81,169               9,600

Prior Period Adjustment (Note 4)                                          -              25,000
                                                           ----------------    ----------------

Deficit Accumulated During The
  Development Stage, Beginning Of Period, as restated
                                                                     81,169              34,600
                                                           ----------------    ----------------
Deficit Accumulated During The
  Development Stage, End Of Period                         $         94,408    $         48,526
=======================================================    ================    ================

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


Weighted Average Number Of Shares Outstanding
                                                                 13,032,434          12,892,300
=======================================================    ================    ================
</TABLE>




                                       4
<PAGE>



                              ENCORE VENTURES, INC.
                          (A Development Stage Company)

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


<TABLE>
<CAPTION>
-------------------------------------------------------------- -----------------   ----------------   ------------------
                                                                     THREE              THREE             INCEPTION
                                                                     MONTHS             MONTHS          SEPTEMBER 14
                                                                     ENDED               ENDED            1999 TO
                                                                    JULY 31             JULY 31           JULY 31
                                                                      2001               2000               2001
-------------------------------------------------------------- -----------------   ----------------   ------------------
                <S>                                                   <C>                 <C>                 <C>
Cash Flows From Operating Activity
     Net loss for the period                                    $        (13,239)  $        (13,926)  $          (94,408)

Adjustments To Reconcile Net Loss To Net Cash Used By
  Operating Activity
     Change in accounts payable                                           (5,933)              (517)               4,036
                                                                ----------------   ----------------   ------------------
                                                                         (19,172)           (14,443)             (90,372)
                                                                ----------------   ----------------   ------------------
Cash Flows From Financing Activity
     Share capital issued                                                      -                  -               94,500
                                                                ----------------   ----------------   ------------------
Increase (Decrease) In Cash                                              (19,172)           (14,443)               4,128

Cash, Beginning Of Period                                                 23,300             61,917                    -
                                                                ----------------   ----------------   ------------------

Cash, End Of Period                                             $          4,128   $         47,474   $            4,128
=============================================================== ================   ================   ==================
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:

During the period ended July 31, 2001, the Company acquired intangible assets
from Six Forty-Nine Incorporated by issuing 12,892,300 common shares at the fair
value of $12,893.



                                       5
<PAGE>



                              ENCORE VENTURES, INC.
                          (A Development Stage Company)

             STATEMENTS OF STOCKHOLDERS' EQUITY (RESTATED - NOTE 4)

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


<TABLE>
<CAPTION>

                                              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                         1,500,000   $       1,500   $           -   $            -   $       1,500

Shares issued for cash
  at $0.01                          1,500,000           1,500          13,500                -          15,000

Shares issued for cash
  at $0.10                            280,000             280          27,720                -          28,000

Shares issued for cash
  at $0.50                            100,000             100          49,900                -          50,000

Net loss for the period                     -               -               -          (34,600)        (34,600)
  as restated (Note 4)
                                -------------   -------------   -------------    -------------   -------------

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

Stock split 3.8143:1                9,512,300               -               -                -               -

Shares issued for
  acquisition of intangible
  assets at $0.001                 12,892,300          12,893               -                -          12,893

Net loss for the period                     -               -               -          (13,239)        (13,239)
                                -------------   -------------   -------------    -------------   -------------

Balance, July 31, 2001             25,784,600   $      16,273   $      91,120    $    (94,408)   $      12,985
                               ==============   =============   =============    =============   =============
</TABLE>




                                       6
<PAGE>



                              ENCORE VENTURES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

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


BASIS OF PRESENTATION

The unaudited financial statements as of July 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 April 30, 2001 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. Effective July 11, 2001, all the outstanding common
         shares were split on a 3.8143 for 1 basis which increased the number of
         outstanding shares from 3,380,000 to 12,892,300.

 b)      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 $94,408 for the period from September 14, 1999
         (inception) to July 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.


2.   SIGNIFICANT ACCOUNTING POLICIES

     The 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.



                                       7
<PAGE>




                              ENCORE VENTURES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

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



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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)       Intangible Assets

         Intangible assets represent the purchase of all the rights, title, and
         interest in and to the proprietary formula for a weight loss system.
         The Company will amortize the intangible assets on a straight line
         basis over three years.

b)       Mineral Property Option Payments and Exploration Costs

         The Company expenses all costs related to the maintenance and
         exploration of mineral claims in which it has secured exploration
         rights prior to establishment of proven and probable reserves. To date,
         the Company has not established the commercial feasibility of its
         exploration prospects, therefore, all costs are being expensed.

c)       Loss Per Share

         Loss per share is calculated using the weighted average number of
         common shares outstanding during the period. Diluted earnings per share
         is not shown as the effect is anti-dilutive.


3.   COMMITMENTS

 a)      The Company has entered into an agreement with its former president to
         provide management services for a one year term at $750 per month,
         expiring December 31, 2001. Effective July 30, 2001, this agreement has
         been terminated.

 b)      Pursuant to an option agreement, the Company was to acquire a 90%
         interest in a mineral claim block located in the Watson Lake Mining
         District, Yukon Territories, Canada, for consideration consisting of
         staged cash payments ($25,000 paid) and exploration expenditures by
         December 31, 2002.

         The option agreement was terminated on July 16, 2001 with the agreement
         of both parties. The Company is no longer pursuing mineral exploration
         activities and has focused on developing new business opportunities.



                                       8
<PAGE>



                              ENCORE VENTURES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

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



4.   PRIOR PERIOD ADJUSTMENT

     During the year ended April 30, 2001, the Company adjusted its accounting
     for mineral property option payments which had previously been capitalized.
     The adjustment was made in order to reflect the initial expensing of all
     costs related to the maintenance and exploration of mineral property
     interests where commercial feasibility has not been established. The
     adjustment results in a decrease in mineral property interest of $25,000 at
     April 30, 2000, an increase in loss for the period ended April 30, 2000 of
     $25,000, and an increase in deficit at April 30, 2000 of $25,000. Loss per
     share for the year ended April 30, 2000 was unchanged.

5.   SUBSEQUENT EVENT

     Subsequent to July 31, 2001, the Company has changed its name to Thinka
     Weight-Loss Corporation.




                                       9
<PAGE>


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

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.

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 ("649 Inc."), in exchange for 12,892,300 shares of our common stock.
The assets included all right, title and interest in the Thinka product, a
liquid, low carbohydrate, high protein weight loss product. On November 3, 2000,
649 Inc. had purchased the right, title and interest in the Thinka product from
Dr. Louis Scarrone, the creator of the Thinka diet product. 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.

We intend to position ourselves in the health and fitness industry through
selected distribution sites, independent sales representatives, health and
fitness magazines, on Internet links and search engines, and by regular mail and
e-mail. All online and offline advertising and marketing will be coordinated
internally. We will strive to offer our customers a quality weight management
product as well as a website that integrates advanced transactional capabilities
with easy access to health and nutrition information. By striving to offer
quality products and an informative online weight management website, and by
focusing on customer service, we believe that we will meet a broad spectrum of
consumer needs while fostering customer loyalty.

We believe that the combination of an effective product, an informative website,
and a commitment to customer satisfaction will advance our goal of making the
Thinka diet product an appealing option for consumers and diet professionals
seeking solutions for their weight management needs.




                                       10
<PAGE>



Products. We hope to offer consumers a safe and effective weight management
option with our proposed diet drink, Thinka. The Thinka program consists of a
meal replacement prepared drink, balanced to provide the optimal levels of
carbohydrates, proteins, and fats. The Thinka product will consist of a low
carbohydrate, high protein and high monounsaturated fat diet drink that will be
sold in several flavors. We hope to provide mild to moderately overweight
dieters an easy way to meet their weight or health goals. We believe that Dr.
Scarrone has shown that the Thinka meal replacement drinks suppress appetite and
promote weight loss through ketosis, a safe and natural process whereby the body
burns fat rather than lean muscle during weight loss. We believe that we can
provide a safe, effective, and easy to follow diet program meeting the needs of
dieters, or consumers concerned about general health and fitness.

Our Industry. The weight loss market is attractive to us due to its growth and
margin characteristics, which we believe are high relative to other consumer
product categories. We believe that between one-third and one-half of United
States men and women aged 20 years and older are overweight. We believe research
has shown that Americans spend $30 to $50 billion a year trying to lose weight.
We believe that obesity and associated health risks are on the rise, making the
market for weight loss products and programs attractive.

Our Suppliers.  We are currently negotiating to find a supplier for the Thinka
products.  The key factors in choosing a supplier will be:

o      the ability to respond  rapidly and scale-up to increased  demand for the
       Thinka product;
o      a stringent quality assurance system; and
o      an established distribution network for health/dietary products.

Our Channels of Distribution. We are currently negotiating for the production
and distribution of the Thinka product to retail stores. For example, we are
negotiating with Garden State Nutritionals, a company with a distribution
network of 35,000 drug stores.

Our Business Strategy. Our goal is to make the Thinka program and its related
products a leading weight loss and weight maintenance program. We believe that
expanding our business beyond traditional distribution sites, to include medical
and clinical partnerships and online product sales, will diversify our business
and increase our brand presence in the health and fitness industry. In
particular, we believe the Internet will provide us an excellent opportunity to
create product awareness as well as foster a loyal customer base through
user-friendly information programs such as membership programs and electronic
newsletters. We will strive to use traditional marketing tools such as print and
radio advertisements, direct mail, and celebrity endorsements to attract both
consumer and media attention to the Thinka product. We also hope to develop
medical partnerships with physicians and nutritionists to further our proposed
products reputation through clinical research as well as provide effective,
word-of-mouth promotion within the medical community. Formal and informal
agreements will be sought with individual physicians and nutritionists, weight
loss clinics and programs, and with other leaders in the field of weight
management and obesity treatment and research. Through research, brand promotion
through a variety of avenues, and a partnership with the science community, we
hope to create both brand awareness and a solid reputation as a safe, effective
way of attaining weight loss goals.

Using the Internet and traditional print media, we propose to offer a highly
efficient solution that allows customers to learn about Thinka along with
general health and fitness information in the convenience and privacy of their
own homes. We will strive to educate and inform our potential customers. In
addition, we believe that the privacy of the Internet enables consumers to feel
more comfortable in purchasing personal products since the information can be
obtained privately. These benefits, together with the convenience of being able
to shop 24 hours per day, seven days per week, the ability to reorder products
easily and the availability of a large product selection we believe makes the
Internet an excellent distribution channel for these products.




                                       11
<PAGE>




Most of our major competitors in the weight-loss industry have created
attractive, comprehensive Internet websites that markets their products and
fosters an information community for dieters and weight loss professionals. Our
online focus will be on differentiating our proposed products from other diet
products on the market and in providing consumer education and awareness.

We believe that our target demographics will include mildly to medium overweight
individuals; specifically, those individuals who are initiating a new diet for
health reasons. We will strive to become the leading diet drink alternative for
our target consumers by focusing on the following areas:

o        Creating a tasty, filling meal replacement product that is safe and
         effective. To meet this goal, our proposed products have been developed
         under the guidance of the medical community and are undergoing clinical
         testing for both consumer satisfaction and nutritional safety.

o        Making the Thinka plan both easy to follow and economical. The Thinka
         diet drink will be sold as a canned or bottled meal replacement drink
         and we hope to make our proposed products available to the public
         through retail outlets, online sales, and through medical and clinical
         programs. The cost of each beverage will be comparable to that of
         Slim-Fast products and other competitors.

o        We anticipate that the Thinka packaging, along with the informational
         website, will include information about good eating habits, increased
         activity, and methods for behavior change, thus, hopefully improving
         the efficacy of our proposed product and encouraging consumer
         satisfaction by fostering an educational and supportive weight loss
         information source.

o        We believe our Thinka product will gain the approval and endorsement of
         the medical community, something key competitors lack. As low
         carbohydrate diets have proven to be an effective and popular method of
         weight loss with consumers, Thinka, a high-protein, low carbohydrates,
         and high monounsaturated fat diet drink, was developed by Dr. Louis
         Scarrone. Thus, we hope the Thinka product will appeal to consumers
         looking to shed pounds and lead a healthier lifestyle.

o        Offer a website with content and information which supports our
         proposed products. Our proposed website will support our proposed
         products with information, including an ingredient list. We also hope
         to provide information about other health and fitness issues on our
         website, and hyperlinks to well-known health-related websites.

Our Research and Development. We intend to conduct research and development
activities, including a clinical investigation at St. Luke's Hospital, initial
product and marketing strategy development, and creation of our website. As we
hope to provide our customers with a diet product that both meets consumer
preferences and reflects the latest in scientific research, we hope to be
involved in both clinical and market research.

Advertising and marketing. We intend to implement an advertising and marketing
campaign to increase awareness of the Thinka diet product and to acquire new
customers through multiple channels, including traditional and online
advertising, direct marketing and expansion and strengthening of our strategic
relationships.

We believe that the use of multiple marketing channels reduces reliance on any
one source of customers, maximizes brand awareness and promotes customer
loyalty. To accomplish this, we have developed several strategies, which
include:

o        Traditional and online advertising. We intend to pursue a traditional
         ----------------------------------
         media-based advertising campaign that may include television, radio,
         print, outdoor and event-based advertising. We may purchase
         advertising in the health and nutrition magazines in which other meal
         replacement diet drink producers have successfully advertised. We
         intend to expand our activities to include targeted online advertising
         to promote both the Thinka brand name and specific merchandising
         opportunities. We also intend to purchase additional banner and other
         forms of online advertising to create online awareness, reach new
         consumers and convert current diet product users into our customers.
         We anticipate our online advertising will include targeted websites
         oriented to appropriate health and lifestyle groups, as well as
         broader campaigns on portals and mass audience websites.

o        Direct marketing. We hope to apply direct marketing techniques aimed at
         ----------------
         attracting and retaining customers. Direct mail programs will include
         e-mail offers to targeted audience segments, including special offers
         or promotions to current and prospective customers reached through the
         rental of mailing lists.




                                       12
<PAGE>




o        Consumer Articles. We hope to inspire awareness of the Thinka product
         -----------------
         by getting articles published on the Thinka diet product. Specifically,
         we believe that diet articles or interviews that highlight our proposed
         products in traditional women's or health and fitness magazines will be
         highly effective in creating consumer awareness with key demographic
         groups.

Competition. The diet and weight loss industry is highly competitive, with
numerous options available to consumers. Diet products are available through a
number of channels, including retail, catalog/mail order, direct selling and,
more recently, online commerce. Each of these channels offers a varying degree
of convenience, selection, quality, information, price and privacy. Our main
competitors include Slim-Fast Foods, Atkins Nutritionals, and eDiets.com, all of
which are diet plans that include meal replacement products.

Slim-Fast Foods is owned by Unilever Best Foods, which is based in Latin
America. The Slim-Fast product line includes prepared shakes, drink powders, and
snack bars which are sold through retailers in the United States and Europe.
Unilever Best Foods purchased the Slim-Fast brand in 2000 for $2.4 billion. In
1999,Unilever had sales of approximately $10 billion and employed 38,000 people
in 104 offices in the United States. Other major brands owned by Unilever
include Lipton, Lawry's, and Ragu Pasta Sauces.

Atkins Nutritionals, Inc. sells a line of diet products and publications based
on the research of Dr. Bob Atkins. Products include nutritional supplements,
drink powders, diet shakes, bake mixes, prepared foods, and diet books written
by Dr. Atkins. Atkins Nutritionals, Inc. had estimated revenues of $50 million
in 2000. The Atkins diet emphasizes a low carbohydrate diet, which has garnered
much criticism from the medical community, especially for the high level of
saturated fats included in Atkins diet products.

eDiets.com was founded in 1996 and has its corporate headquarters in Deerfield
Beach, Florida. It is the largest subscription based online diet, fitness, and
counseling center with over 250,000 paid members in 2000. This online
subscription service uses proprietary software to generate customized diet
programs, which are based on individual members' personal goals, food
preferences, and lifestyles. eDiets.com also publishes one of the most popular
online newsletters, the bi-weekly eDiet News, which is delivered to
approximately 4 million subscribers.

These competitors have established retail distribution networks, effective
marketing, and websites that offer their users a sense of community and support.
We hope to market Thinka through similar distribution outlets, including
traditional retail, health specialty stores, and online. Through our
contemplated research and development, we hope to distinguish the Thinka product
from other over-the-counter meal replacement diet drinks by achieving the
support of the medical community, thus earning the trust of the dieting public.

In addition, the online commerce market in which we anticipate we will operate
is new, rapidly evolving and highly competitive. We believe the Internet plays
an increasingly significant role in communication, information and commerce.
International Data Corporation, an independent research company, estimates that
the 97 million Internet users worldwide at the end of 1998 will grow to 320
million users by the end of 2002. The functionality of the Internet makes it an
attractive commercial medium by providing features and information that have
been unavailable in the past. International Data Corporation estimates that
worldwide consumer online commerce will grow from approximately $11 billion in
1998 to approximately $94 billion by 2002. In addition, International Data
Corporation estimates that, as the number of total Internet users grows, the
number of online purchasers will grow at a compounded annual rate of 46% from 28
million in 1998 to 128 million in 2002. Baby boomers, which represent 49% of all
Internet users, are an attractive demographic group for online merchandisers.

We expect competition in the diet product industry to intensify in the future.
As obesity becomes a greater health concern to the public, we expect consumers
to increasingly look to over-the-counter supplements to meet their weight loss
goals. We also expect many other diet products, both new and established ones,
to be marketed online. As Internet traffic increases we expect diet product
companies to launch websites, which can now be done at a relatively low cost. We
compete with a variety of companies, including other diet drinks,
over-the-counter and prescription diet pills, weight loss clinics or programs
such as Weight Watchers, and herbal supplements. Current and new competitors may
be able to establish products at a relatively low cost and relatively quickly.
Our competitors may operate in one or more distribution channels, including
online commerce, retail stores, catalog operations or direct selling.




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We compete directly with other companies and businesses that have developed and
are in the process of developing a platform for retail and Internet-based
purchases of diet products, which will be competitive with the Thinka product
developed and offered by us. Many of these competitors have greater financial
and other resources, and more experience in research and development, than us.
There can be no assurance that other products, which are functionally equivalent
or similar to our proposed products, are not marketed or will not be marketed.

Our Future Plans. Our growth strategy will primarily focus on maximizing the
lifetime value of our customers by establishing ourselves as a "trusted
provider" of a safe and effective diet drink and by creating long-term customer
relationships through our website. We anticipate we will continue to pursue an
aggressive marketing strategy, both through the Internet and traditional media.

We hope that we will be able to invest in research and development, thus leading
to benefits for our customers in the form of the latest in medical weight loss
knowledge. We intend to use technology to enhance our proposed products and
service offerings and take advantage of the benefits of the Internet. We intend
to continuously increase the automation and efficiency of our fulfillment and
distribution activities. We hope to enhance our existing strategic relationships
with product manufacturers, and content providers, as well as develop new
strategic relationships.

We believe that our growth strategy will build customer loyalty, encourage
repeat purchases, increase average order size and produce recurring revenues. In
order to maximize the lifetime value of our customers, we believe that we must:

o        generate high levels of interest and awareness of the Thinka product to
         encourage consumers to purchase our proposed products at retail
         outlets, through medical or other weight loss professionals, and
         through our proposed website;
o        continuously improve our online and offline efforts and service;
o        build customer trust in the Thinka diet drink  by providing helpful
         product information to facilitate informed purchases;
o        reward customer loyalty;
o        take advantage of repeat purchasing patterns;
o        maintain our technology focus and expertise;
o        ensure quick and efficient distribution;
o        enhance and form key relationships;
o        acquire new customers;
o        accelerate our marketing initiatives; and
o        build strategic relationships.

Our only current potential source of revenue at this time is from sales of the
Thinka product. As discussed above, we are not producing commercial quantities
of the Thinka product. We are still in the research and development stage. Our
strategy for growth is substantially dependent upon our ability to raise
additional capital. Other companies, including those with substantially greater
financial, marketing and sales resources, will compete with us with respect to
any further sources of revenue, and those other companies will likely have the
advantage of marketing existing products with existing production and
distribution facilities. There can be no assurance that we will be able to
market and distribute any products at any time or on acceptable terms.

Employees. Other than our executive officers, we have no employees. We
anticipate entering into employment contracts with Stacey Lauridia, Clifford
Perlman, Charles Stein and Kathy Whyte. We are not a party to any collective
bargaining agreements.

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




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Liquidity. As of July 31, 2001, we had not realized any profits from our planned
operations. The Statement of Loss and Deficit for the three-month period ended
July 31, 2001, indicates a net loss of $13,239 for that period compared to net
loss of $13,926 for the corresponding period in 2000. The primary reasons for
our net loss are the payment of professional fees, costs of office
administration and sundry and payment of consulting fees. Our net loss from
inception (September 14, 1999) to July 31, 2001, was $94,408.

At July 31, 2001, we had total current assets of $4,128, compared to total
current assets of $23,300 at April 30, 2001. The only current asset we had at
July 31, 2001, was $4,128 in cash. At July 31, 2001, we had total current
liabilities of $4,036, compared to total current liabilities of $9,969 at April
30, 2001. At July 31, 2001, total current assets exceeded total current
liabilities by $92. At April 30, 2001, total current assets exceeded total
current liabilities by $13,331.

For the three-month period ended July 31, 2001, our financial statements show
total expenses in the amount of $13,362 compared to $13,926 for the
corresponding period in 2000.

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

Results of Operations. We have not realized any revenue from operations, nor do
we expect to in the foreseeable future. Our only source of liquidity will be the
sale of our securities. We have limited cash reserves and we are dependent on
raising significant funds in order to continue to operate and to pay our debts.
In the event we are unable to raise significant funds, we will be unable to
implement our business plan.

Plan of Operation. As of the period ended July 31, 2001, we had cash reserves of
$4,128, which, even given our limited business activities, we believe will not
satisfy our cash requirements for approximately one-hundred and twenty (120)
days following the filing of this Quarterly Report on Form 10QSB. We intend to
raise additional financing through private offerings of our common stock.

Our future success will be materially dependent upon our ability to satisfy
additional financing requirements. We are reviewing our options to raise
substantial equity capital. We cannot estimate when we will begin to realize any
revenue.

There can be no assurance that funding for our operations will be available
under favorable terms, if at all. If adequate funds are not available, we may be
required to further curtail operations significantly or to obtain funds by
entering into arrangements with collaborative partners or others that may
require us to relinquish rights that we would not otherwise relinquish.

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. In July 2001, we purchased all of the assets of Six
Forty-Nine Incorporated, a Nevada corporation ("649 Inc."), in exchange for
12,892,300 shares of our common stock. The shares issued to 649 Inc. 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. The assets purchased by us
from 649 Inc. had an estimated value of $12,893.




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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 from
3,380,000 to 12,892,300.

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

None

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

None

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 649 Inc. (as discussed within Item 2 of the Form 10QSB).
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).

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).




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                                   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:   September 11, 2001                THINKA WEIGHT-LOSS CORPORATION

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

                                  Its:     President



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