================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 2003


                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ______________to _______________.

Commission File Number 000-32673

                         THINKA WEIGHT-LOSS CORPORATION
             (Exact name of registrant as specified in its charter)

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

              18201 VON KARMAN AVENUE, SUITE 1170, IRVINE, CA 92612
          (Address, including zip code, of principal executive offices)

                                  949-975-0077
              (Registrant's telephone number, including area code)

                          (Former name, former address)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for the such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]

The number of shares of the Registrant's Common Stock outstanding as of June 23,
2003  was  19,034,600.

                       DOCUMENTS INCORPORATED BY REFERENCE
Transitional Small Business Disclosure Format (Check one):  Yes [_]   No [X]

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


<PAGE>
<TABLE>
<CAPTION>
                                         FORM 10-QSB
                                            INDEX


                                                                                                Page
<S>                                                                                             <C>
PART I: FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
ITEM 1. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Condensed Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Condensed Consolidated Statements of Operations. . . . . . . . . . . . . . . . . . . . . . . .  2
Condensed Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . .  3
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . .  4
ITEM 2. MANAGEMENT'S PLAN OF OPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
ITEM 3. CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

PART II.  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ITEM 2. CHANGES IN SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ITEM 5. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) . . . . . . . . . . . . . . . . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                         THINKA WEIGHT-LOSS CORPORATION
                                  Form 10-QSB


                         PART I: FINANCIAL INFORMATION
                         -----------------------------


PART 1:     FINANCIAL INFORMATION

ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS

                         THINKA WEIGHT-LOSS CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS



                                                           March 31,
                                                              2003
                                                          ------------
                                                          (Unaudited)
<S>                                                       <C>
ASSETS

Current assets:
  Cash                                                    $       339
                                                          ------------
  Total current assets                                            339
                                                          ------------

Deferred financing costs                                       30,021
                                                          ------------
  Total assets                                            $    30,360
                                                          ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses                   $   676,348
  Accounts payable to related parties                         867,311
  Advances from related parties                               141,500
  Notes payable                                                44,500
  Notes payable to a related party                            154,067
  Accrued interest on notes payable to a related party         93,410
                                                          ------------
    Total current liabilities                               1,977,136
                                                          ------------

Convertible debenture                                         163,750
                                                          ------------
    Total liabilities                                       2,140,886
                                                          ------------
Commitments and contingencies

Stockholders' deficit:
  Common stock; $.001 par value; 100,000,000 shares
   authorized; 19,034,600 shares issued and outstanding        19,035
  Additional paid-in capital                                  370,168
  Deficit accumulated during the development stage         (2,499,729)
                                                          ------------
    Total stockholders' deficit                            (2,110,526)
                                                          ------------

                                                          $    30,360
                                                          ============
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                             THINKA WEIGHT-LOSS CORPORATION
                             (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                      For the Period
                                       For the Three Months         September 16, 1996
                                          Ended March 31,          (Date of Inception)
                                 ----------------  --------------       to March 31,
                                       2003             2002               2003
                                 ----------------  --------------  --------------------
                                    (Unaudited)      (Unaudited)       (Unaudited)
<S>                              <C>               <C>             <C>
Revenue                          $             -   $           -   $                 -
                                 ----------------  --------------  --------------------

Operating expenses:
  General and administrative             209,330         146,861             2,403,940
                                 ----------------  --------------  --------------------
Loss from operations                    (209,330)       (146,861)           (2,403,940)

Other income(expense):
  Interest income                              -               -                 2,534
  Interest expense                        (8,711)         (3,877)              (98,323)
                                 ----------------  --------------  --------------------
Total other income(expense)               (8,711)         (3,877)              (95,789)
                                 ----------------  --------------  --------------------

  Net loss                       $      (218,041)  $    (150,738)  $        (2,499,729)
                                 ================  ==============  ====================

Basic and diluted net loss per
  common share                   $         (0.01)  $       (0.02)
                                 ================  ==============

Basic and diluted weighted
  average shares outstanding          15,956,400       9,800,000
                                 ================  ==============
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                     THINKA WEIGHT-LOSS CORPORATION
                                      (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                      FOR THE PERIOD
                                                      FOR THE T       HREE MONTHS    SEPTEMBER 16, 1996
                                                       ENDED M         ARCH 31,     (DATE OF INCEPTION)
                                                   ----------------  -------------      TO MARCH 31,
                                                         2003            2002               2003
                                                   ----------------  -------------  --------------------
                                                     (Unaudited)      (Unaudited)       (Unaudited)
<S>                                                <C>               <C>            <C>

Cash flows from operating activities
  Net loss                                         $      (218,041)  $   (150,738)  $        (2,499,729)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Amortization of deferred financing costs                 2,729              -                 2,729
    Changes in operating assets and liabilities
      Rent deposit                                          17,118              -                     -
      Accounts payable and accrued expenses                 42,661         43,462               676,348
      Accounts payable to related parties                    3,824         66,833               718,364
      Accrued interest on notes payable to
        A related party                                      3,798          3,877                93,410
                                                   ----------------  -------------  --------------------

        Net cash used in operating activities             (147,911)       (36,566)           (1,008,878)
                                                   ----------------  -------------  --------------------

Cash flows provided by investing activities
  Payments received on note receivable
    from a related party                                         -              -               205,400
                                                   ----------------  -------------  --------------------

Cash flows from financing activities
  Proceeds from note payable                                     -         35,000                44,500
  Proceeds from convertible debenture                      163,750              -               163,750
  Proceeds from sale of stock                                    -              -               300,000
  Advances (to)from related parties                        (15,500)             -               141,500
  Proceeds from notes payable to a related party                 -              -               154,067
                                                   ----------------  -------------  --------------------

        Net cash provided by financing
          activities                                       148,250         35,000               803,817
                                                   ----------------  -------------  --------------------


Net increase(decrease) in cash                                 339         (1,566)                  339

Cash, beginning of period                                        -          1,566                     -
                                                   ----------------  -------------  --------------------

Cash, end of period                                $           339   $          -   $               339
                                                   ================  =============  ====================
</TABLE>


Supplemental  schedule  of  noncash  investing  and  financing  activities:

On December 18, 1996, the Company issued 5,400,000 shares of common stock in
exchange for a note receivable in the amount of $5,400.

On July 31, 2001, the Company issued 80,000 shares of common stock in exchange
for a note receivable in the amount of $200,000.

In  connection  with  the  reverse  acquisition, the Company assumed $148,947 of
predecessor  company  liabilities.


     See accompanying notes to unaudited consolidated financial statements.


                                        3
<PAGE>
                         THINKA WEIGHT-LOSS CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background and Organization

Thinka  Weight-Loss  Corporation  (the  "Company") entered into a Share Purchase
Agreement dated October 4, 2002 ("Purchase Agreement") with Transworld Benefits,
Inc.  ("Transworld")  which  sets  forth  the terms and conditions of a proposed
business  combination between the Company and Transworld. The transaction closed
on January 30, 2003. Pursuant to the terms of the Purchase Agreement, all of the
outstanding  stock of Transworld was sold to the Company for 4,500,000 shares of
the Company's common stock. The agreement also required that two stockholders of
Transworld be given two of the three existing seats on the Board of directors of
the Company. In addition, the majority stockholder of Transworld entered into an
agreement  with a stockholder of the Company to purchase an additional 5,300,000
shares  of  the  Company's  outstanding  common  stock from one of the Company's
stockholders.  As the stockholders of the Transworld now exercise control of the
combined  entity  after  the  completion of the merger, the transaction has been
accounted  for as a "reverse acquisition." Under reverse acquisition accounting,
the  Transworld  is  considered  the  accounting  acquirer  and  the  Company is
considered  the  accounting  acquiree.  The  historical  financial statements of
Transworld  have  now  become  those  of  the  Company.

The  Company  was  incorporated  in 1996 in Nevada. The Company is a development
stage  company  formed  to  provide  emergency  travel  services to the funeral,
insurance,  travel,  Internet,  and  credit  card  industries.  The Company will
generate  revenue through direct sales or licensing of the Company's proprietary
products  such  as  the  return  of remains of the deceased by private executive
aircraft.  The  Company  also intends to market and sell insurance plans for the
repatriation  of  remains benefit, medical evacuation and necessary repatriation
as  well  as accidental death and dismemberment benefits. The Company expects to
sell  its  products  to  customers  both  domestically  and  internationally.

Basis  of  Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared  by the management of the Company pursuant to the rules and regulations
of  the  Securities  and  Exchange  Commission and in accordance with accounting
principles  generally  accepted  in  the  United  States  of America for interim
financial information. The information furnished herein reflects all adjustments
(consisting  of  normal  recurring  accruals  and adjustments) which are, in the
opinion  of management, necessary to fairly represent the financial position and
operating  results  for the respective periods. Certain information and footnote
disclosures  normally  presented  in the annual financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America  have  been  omitted  pursuant  to  such  rules  and  regulations. It is
suggested  that these unaudited financial statements be read in conjunction with
the  audited  financial statements and notes thereto for the year ended December
31,  2002,  included  in  the Company's Form 8-K/A filed with the Securities and
Exchange  Commission  on  June  24,  2003. The results of the three months ended
March  31, 2003 are not necessarily indicative of the results to be expected for
the 12-month period.

Development  Stage  Enterprise

The  Company is a development stage company as defined in Statement of Financial
Accounting  Standards  ("SFAS")  No. 7, "Accounting and Reporting by Development
Stage  Enterprises."  The  Company  is devoting substantially all of its present
efforts  to  establish a new business, and its planned principal operations have
not  yet  commenced.  The Company has not generated any revenues from operations
and  has  no  assurance  of  any  future revenues.  All losses accumulated since
inception  have  been  considered  as  part  of  the Company's development stage
activities.  The  Company  will  require  substantial  additional  funding  for
continuing  research  and development, obtaining regulatory approval and for the
commercialization  of its products.  There is no assurance that the Company will
be  able  to  obtain sufficient additional funds when needed, or that such funds
will  be  obtainable  on  terms  satisfactory  to  the  Company.


                                        4
<PAGE>
Going  Concern

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles generally accepted in the United States of America, which
contemplate  continuation  of  the  Company  as  a  going  concern.  The Company
incurred  a net loss of $218,041 for the three  months ended March 31, 2003, had
no net sales revenues during the period ended March 31, 2003, had a cash balance
of  $339 at March 31, 2003 and had a working capital deficiency of $1,976,797 at
March 31, 2003.  Management recognizes that the Company must generate additional
resources  for the eventual achievement of sustained profitable operations.  The
Company's  success  is  dependent  upon numerous items, including the successful
development  of  effective  marketing  strategies  to customers in a competitive
market.

Management  believes  that its products will have a significant effect on future
profitability.  Management's  plans  also  include  obtaining additional capital
through  equity  or  debt  financing.  However,  no  assurance can be given that
additional  capital,  if  needed,  will be available when required or upon terms
acceptable  to  the  Company.

These factors, among others, raise substantial doubt about the Company's ability
to  continue  as  a going concern.  The accompanying financial statements do not
include  any  adjustments  relating  to the recoverability and classification of
asset  carrying  amounts  or  the  amount and classification of liabilities that
might  result  from  the  outcome  of  these  uncertainties.

Use  of  Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the United States requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
respective  reporting period.  Actual results could differ from those estimates.
Significant  estimates  made  by management include, among others, the valuation
allowance  on  deferred  tax  assets.

Loss  Per  Share

Basic  loss  per  share  is  computed  by  dividing  loss  available  to  common
stockholders  by  the  weighted-average  number  of  common shares assumed to be
outstanding  during  the  period  of  computation.  Diluted  loss  per  share is
computed  similar  to  basic  loss  per  share  except  that  the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common  shares  were  dilutive.  At  March  31,  2003, there were no potentially
dilutive  securities  that  would  effect  loss  per  share  if  they were to be
dilutive.

Revenue  Recognition

The  Company  anticipates  generating  future  sales  revenue  from sales of its
products.  The  Company  will  recognize revenue as its services are provided to
customers.

Comprehensive  Income

Comprehensive  income  is  not presented in the Company's condensed consolidated
financial  statements  since the Company did not have any items of comprehensive
income  in  any  period  presented.

Segments  of  an  Enterprise  and  Related  Information

As  the  Company  operates  in  one  segment,  the  Company has not made segment
disclosures  in  the  accompanying  condensed consolidated financial statements.

New  Accounting  Pronouncements


                                        5
<PAGE>
In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging Activities," which amends SFAS No. 133 for
certain  decisions  made  by  the  FASB  Derivatives  Implementation  Group.  In
particular,  SFAS No. 149 (1) clarifies under what circumstances a contract with
an  initial  net  investment  meets  the  characteristic  of  a  derivative, (2)
clarifies  when  a  derivative  contains  a  financing component, (3) amends the
definition  of  any  underlying  to  conform  it  to  language  used  in  FASB
Interpretation  No.  45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees,  Including  Indirect  Guarantees  of Indebtedness of Others, and (4)
amends  certain  other existing pronouncements.  This statement is effective for
contracts  entered  into  or  modified  after  June 30, 2003,  and  for  hedging
relationships  designated  after June 30, 2003.  In addition, most provisions of
SFAS  No.  149 are to be applied prospectively.  The Company does not expect the
adoption  of SFAS No. 149 to have a material impact upon its financial position,
cash  flows  or  results  of  operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness of Others." FIN 45 elaborates on the disclosures to
be  made by a guarantor in its interim and annual financial statements about its
obligations  under certain guarantees that it has issued. It also clarifies that
a  guarantor  is  required  to  recognize,  at  the  inception of a guarantee, a
liability  for  the  fair  value  of  the  obligation  undertaken in issuing the
guarantee.  The initial recognition and initial measurement provisions of FIN 45
are  applicable  on  a  prospective basis to guarantees issued or modified after
December  31,  2002.  The  disclosure  requirements  in FIN 45 are effective for
financial  statements  of  interim  or  annual periods ending after December 15,
2002.  The  Company  does  not  expect  FIN  45 to have a material impact on its
financial  position or results of operations, as it does not act as a guarantor.

In  April  2002, the FASB issued Statement of Financial Accounting Standards No.
145  ("SFAS  145"),  "Rescission  of  FASB  No.  4, 44 and 64, Amendment of FASB
Statement  No.  13,  and Technical Corrections," to update, clarify and simplify
existing  accounting  pronouncements.  SFAS  No. 4, which required all gains and
losses from debt extinguishment to be aggregated and, if material, classified as
an  extraordinary item, net of related tax effect, was rescinded.  Consequently,
SFAS  No.  64,  which amended SFAS No. 4, was rescinded because it was no longer
necessary.  The  adoption  of SFAS No. 145 did not have a material effect on its
financial  statements.

NOTE  2  -  NOTES  PAYABLE

The  Company  has  received non-interest bearing advances from unrelated parties
that are due on demand.  The total outstanding balance of these notes is $44,500
as  of  March  31,  2003.

NOTE  3  -  RELATED  PARTY  TRANSACTIONS

Notes  Payable  to  a  Related  Party
-------------------------------------

In  prior  years the Company entered into unsecured promissory notes with one of
the  Company's  officers  which  bear  interest  at 10% per annum and are due on
demand.  The  principal  outstanding balance on the note is $154,067 as of March
31,  2003,  and  the  accrued  interest payable is $93,410 as of March 31, 2003.
Interest expense under this agreement was $3,798 and $3,877 for the three months
ended March 31, 2003 and 2002, respectively.  The Company paid no interest under
the  notes  during  the  three  months  ended  March  31,  2003  and  2002.

Advances  from  Related  Parties
--------------------------------

As  of  March  31,  2003,  the  Company has advances of $141,500 from one of its
stockholders  and  other  related  parties  to  fund its operating expenses. The
advances  are  non-interest  bearing  and  due  on  demand.

Other  Expenses
---------------

The  accounts  payable  and accrued expenses balance of $867,311 as of March 31,
2003  represents accruals for consulting services and general and administrative
expenses payable to various related parties, including consultants, officers and
/or stockholders of the Company. The Company recorded general and administrative
expenses  of  approximately  $42,000  and  $39,000  for  amounts  due  to  these


                                        6
<PAGE>
related  parties  for  the  three  months  ended  March  31,  2003  and  2002,
respectively.

NOTE 4 - CONVERTIBLE DEBENTURE

The Company entered into a Securities Purchase Agreement with La Jolla Cove
Investors, Inc. ("La Jolla") dated January 29, 2003, pursuant to which the
Company delivered to La Jolla an 8% Convertible Debenture, maturing January 29,
2005, in the amount of $300,000, convertible into the Company's common stock at
a discount to the fair market value of the common stock, and a warrant that
permits La Jolla to purchase up to an additional $1,500,000 of the Company's
common stock at a discount to the fair market value of the common stock through
January 29, 2006. At closing on January 30, 2003, the Company received $163,750
of the principal amount of the 8% Convertible Debenture, which is reflected in
the accompanying balance sheet at March 31, 2003.  The Company is obligated to
register the sale of the underlying common stock to be issued upon conversion of
the 8% Convertible Debenture and the exercise of the warrant. Upon the effective
date of the registration, the Company will receive the balance of the principal
amount of the 8% Convertible Debenture of $136,250.  Provided the Company
obtains additional financing from a third-party of at least $1,000,000 by July
29, 2003, the Company has the right to reject La Jolla's request to exercise all
or any portion of the warrant.  Thirty days following the effectiveness of such
registration statement, the Company has the right to cause La Jolla to exercise
up to $150,000 of the warrant per month.

As the convertible debenture allows La Jolla to convert the debenture into
shares of common stock of the Company at a price below fair value at the time of
conversion, the Company has recorded a beneficial conversion feature in the
amount of $32,750. This amount has been capitalized as deferred financing costs
and will be amortized as interest expense over the life of the related
debenture. The Company recorded $2,729 of amortization for the three months
ended March 31, 2003.

In  the  event  that  the  Company  is  unable to obtain at least  $1,000,000 of
additional  financing,  a  discount  for the relative fair value of the warrants
will  be  recorded  and  will  be  amortized  over  the  life of the Convertible
Debenture.  This  discount  will  be  approximately  $139,000.

NOTE 5 - LITIGATION

The  Company  may  become involved in various legal proceedings and claims which
arise  in the ordinary course of its business.  Management does not believe that
these  matters  will have a material adverse effect on the Company's position or
results  of  operations.


                                        7
<PAGE>
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
--------------------------------------

This Quarterly Report on Form 10-QSB includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act of 1934, as amended. These include, among
others, the statements about our plans and strategies. When used in this
document and the documents incorporated herein by reference, the words
"believes," "expects," "anticipates," "intends," "plans," "estimates," or
similar expressions are intended to identify, in certain circumstances,
forward-looking statements. Forward-looking statements are not guarantees of
future performance and are subject to certain risks, uncertainties, and other
factors, some of which are beyond our control, are difficult to predict and
could cause actual results to differ materially from those expressed in
forward-looking statements. Although it is not possible to itemize all of the
factors and specific events that could affect the outlook of a company like ours
operating in a competitive environment, factors that could significantly impact
expected results include: the acceptance of our products; the effect of national
and local economic conditions; our outstanding indebtedness; the loss of key
employees; competition from products developed by other companies; the ability
to attract and retain employees; delays in completing the development of our new
products caused by a lack of capital or external causes beyond our reasonable
control; and the ability to identify and consummate relationships with strategic
partners. Although we believe that our plans, intentions and expectations
reflected in or suggested by such forward-looking statements are reasonable, we
cannot assure that such plans, intentions or expectations will be achieved.
Actual results may differ materially from the forward-looking statements made in
this Quarterly Report on Form 10-QSB. We do not intend to update any
forward-looking statements, and we hereby disclaim any obligation to update such
forward-looking statements.

Recently, on January 30, 2003 we completed our acquisition of TransWorld
Benefits, Inc. and appointed a new board of directors, Charles C. Seven, Keith
Romine and Derek Van Laare, as more fully described in our Information Statement
filed with the Securities and Exchange Commission on March 7, 2003, which is
hereby incorporated by reference. As the stockholders of Transworld now exercise
control of the combined entity after the completion of the merger, the
transaction has been accounted for as a "reverse acquisition." Under
reverse-acquisition accounting, the Transworld is considered the accounting
acquirer and the Company is considered the accounting acquiree. The historical
financial statements of Transworld have now become those of our company.

GOING CONCERN
-------------

We recognize that we must generate additional resources in order for us to
eventually reach a level of sustained profitable operations. We are dependent on
the development of effective marketing strategies for our products to customers
in a competitive market coupled with the timeliness of the delivery of our
services.  We anticipate bringing our services to market as described below,
which will generate revenue flow to the Company.  Our plans also include
obtaining additional working capital through equity or debt financing.  However,
no assurances can be made that we will attain profitability and that the
additional working capital will be available when needed or on terms acceptable
to us.

We have incurred losses from operations since our inception, are still in the
development stage, and have a working capital deficit of approximately
$1,977,000 as of March 31, 2003. These factors, among others, raise some doubt
regarding our ability to continue as a going concern. The accompanying financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of these uncertainties. As a
result, our auditors have included a going concern modification in our December
31, 2002 audited financial statements.


                                        8
<PAGE>
PRODUCT  DESCRIPTION
--------------------

GENERAL  OVERVIEW

We plan to be a world-wide provider of  Bridge Medical Coverage that will
reimburse up to $2,500 of a medical deductible or co-pay. The policy pays for
the costs associated with sickness or injury while traveling 100 miles or more
from home.

We are the only known company in the world that provides for the return of
remains by contracted private executive aircraft as a standard feature. Not only
does it provide this dignified and respectful service, but up to three members
of the deceased's family may also accompany the remains. Of the world's
airports, 90% are unable to accommodate a commercial airplane. The TransWorld
solution provides privacy and convenience at a time of need.

We plan to offer the following benefits as part of our Bridge Medical Coverage:

LIVING BENEFITS:

-    BRIDGE MEDICAL COVERAGE - up to $2,500 to reimburse deductible or co-pay.

-    MEDICAL EVACUATION AND REPATRIATION - medivac or personal transportation
     provided on an as-needed basis.

-    WORLDWIDE TRAVEL ASSISTANCE - for travelers needing professional or
     consular help with doctors, lawyers, hospitals, or the replacement of
     prescriptions and eyeglasses.

-    MEDICAL TRAVEL ADVISORY - $10,000 accidental dismemberment benefit.

DEATH BENEFITS:

-    RETURN OF REMAINS - efficient and dignified return in a private executive
     aircraft.

-    FAMILY TRAVEL - up to three family members or friends may accompany the
     remains at no extra charge.

-    COMPLETE AND PAID HANDLING OF ALL FUNERAL DETAILS - including ground
     transportation at ending and receiving sites, embalming or cremation, and
     travel container.

-    PROCESSING OF PAPERWORK AND REGULATORY COMPLIANCE - includes adherence to
     international law and religious custom of deceased.

-    VEHICLE RETURN - up to $1,000 for the return of vehicle with annual trip
     policies.

-     DEATH  BENEFIT  -  a  $10,000  accidental  death  benefit.


PRODUCT  DEVELOPMENT
--------------------

We have developed our unique product line utilizing the experience of our staff
and officers in aircraft management, death care and insurance resulting in the
development of a product with unique, state-of-the-art features and benefits.
Our actuarial analysis and aircraft network constitute a significant barrier to
entry for competitors.  Our exclusive features include:

-    UNIQUE AND PROPRIETARY RETURN OF REMAINS BY PRIVATE EXECUTIVE AIRCRAFT -
     the Federal Aviation Authority (FAA) must certify a private executive
     aircraft for medivac or return of remains flights. Certification requires
     that an aircraft have specific structural characteristics and operations
     capabilities.


                                        9
<PAGE>
     There are approximately 2,000 aircraft defined with these attributes. We
     are contacting all of them and negotiating contracts where possible. We are
     not aware of any competitor in delivery of remains service by private
     executive aircraft. Long accepted and well-known means of repatriation is
     the commercial aircraft industry (i.e. United Airlines, American Airlines
     and Delta Airlines).

-    UNIQUE AND PROPRIETARY ACTUARIAL ANALYSIS - We have developed our own
     proprietary actuarial analysis, quantifying the economic risk to offer
     return of remains by private executive aircraft. We believe we have the
     only actuarial database in the world dealing with return of remains issues.
     We believe we are the company with a distinct pricing advantage over
     potential competitors.

TIMING AND COST TO GO TO MARKET
-------------------------------

Completion of insurance underwriting on all products and services are expected
in late August 2003 with underwriter approval of all marketing materials, i.e.
video tapes, brochures, certificates, I.D. cards and the initial website wherein
there guarantee is referenced in early September 2003.  Marketing materials will
be available at that time, and, we intend to begin sales in late September 2003
or early October 2003.

Our corporate legal, insurance and auditing cost  as of  December 31, 2003 is
expected to be approximately $250,000.  Current liabilities scheduled to be paid
through the period ending  December 31, 2003, amount to $500,000.  Hardware and
software purchases through the period ending December 31, 2003 are estimated at
approximately $150,000.  General and administrative costs through the period
ending December 31, 2003 will be approximately $200,000.  Sales expenses are
estimated at approximately $100,000 through the period ending  December 31,
2003.  We estimate our marketing expenses (video tapes, brochures, advertising)
at approximately $250,000 through the period ending December 31, 2003.  The
total estimated cost to get us to market through the period ending  December 31,
2003 is $1,500,000 with a $50,000 contingency for outside contractors and data
processing needs.

We plan to obtain $1,500,000 capital investment from a private placement of
common stock or derivates thereof and/or from La Jolla Cove Investors who we
have contracted with for $1,800,000.  This opportunity has a major contingency,
we must have an effective registration of stock at a substantial cost to the
company.

We project that following our initial phase until we begin receiving operating
revenue sufficient to cover operating expenses, our monthly expenses will be
approximately $535,000 per month which includes the cost of sales.  We further
project our earnings and positive cash flow to be very strong by the eighth
month, in the amount of $500,000 per month or more.

Prior to reaching profitability and after the initial $1,500,000 capital
investment we will require additional capital of $3,000,000, which if all prior
liabilities were paid (optional), would leave us with a projected minimum
positive cash flow of $437,776 in month seven.  The $3,000,000 additional
capital is expected to come from the factoring of a potential strategic
alliance, from the warrant exercise associated with the La Jolla Cove Investor
agreements, from a private placement of common stock or one of two loan
opportunities.

Should we not meet our second tier of financing in a timely manner, we would
negotiate extensions of current liabilities to employees and we would reduce our
start-up marketing and advertising expenses.  Hiring programs and equipment
purchases would be minimized.  These cuts would allow us to maintain the quality
assets of the company, i.e. its management and unique product position in the
marketplace, although revenues would then be generated very slowly, and could
require us to within 8 to 12 months seek a "takeover" partner from one of the
company's many strategic alliance opportunities in the funeral, insurance and
travel markets.

THE  OPPORTUNITY
----------------


                                       10
<PAGE>
A business opportunity, the sales of emergency travel assistance, with both
living and death benefit, including medical evacuation and repatriation, and
more, exists. We have developed a proprietary, one-of-a-kind benefits package to
capture this opportunity. The benefits are guaranteed by "A" rated insurance
companies.

Americans are traveling in large numbers for business and pleasure. There are
more people with more leisure time, with more money, and with more recreational
and business opportunities globally, than ever before. Ease of travel makes
these trips annually possible. We believe our unique approach to this vast
market and the distribution channels, which service it, will lead to sales and
profitability. We believe we have the only known in-depth actuarial analysis
ever done regarding the location of travelers who die, and we have verified our
belief with two reinsurance insurance companies, AIG and CIGNA. This analysis
allowed us to pinpoint costing and insurability, allowing large potential profit
margins.

MARKETS
-------

The markets for TransWorld's Emergency Travel Assistance Program are large and
diverse. Each represents economic opportunity. The primary markets for the
company are:

-    TRAVEL

-    CRUISE LINES

-    INSURANCE

-    ASSOCIATIONS

-    FUNERAL

-    CORPORATIONS

-    CREDIT CARD

-    TIMESHARE

-    INTERNET

Our  web  site  will  allow  users  the flexibility reviewing and purchasing our
travel  service  product.

These are mature markets with well-established distribution methods for an
Emergency Travel Assistance Program. Companies who sell to these markets are
continuously looking for unique, high quality products based on discussions on
all levels of management within those markets.  Their sales force of thousands
of representatives will expedite our acceptance and penetration in these target
markets.

For example, the cruise ship industry has a number of sick, injured and deceased
people on cruises each month. Our product would allow them to deal with these
potential public relations nightmares in a proactive manner. By including the
very affordable TRANSWORLD EMERGENCY TRAVEL ASSISTANCE PROGRAM, at $8.00 for 7
days, $10.00 for 15 days, or $15 for 30 days in the cost of a cruise, industry
leaders could have a dignified, professional and affordable solution to this
problem.

Another target market, the funeral industry provides large distribution
opportunities for our products and services. One of the most promoted and
profitable product sold by the funeral industry is pre-need insurance. This
allows a family to purchase insurance covering the cost of a funeral years ahead
of their anticipated need. The TRANSWORLD BENEFITS EMERGENCY TRAVEL ASSISTANCE
PROGRAM, when added to an existing pre-need marketing program, provides the
funeral industry with an effective sales tool and profit center.


                                       11
<PAGE>
To achieve or exceed our projected sales and profit objectives, we believe we
will require target market penetrations of less than 1% in year one, 5% in year
two, and 10% in year three, excluding all Internet sales.

FUNERAL INDUSTRY - US News and World Report indicated in an article published in
1998 that the funeral industry has annual sales of $25 billion. After a century
of declining mortality in America, the death rate will increase in the years
ahead, as baby boomers age.

Industry projections call for millions of pre-need funeral insurance policies
and trusts to be sold annually for the next twenty years.  Pre-need insurance is
sold to individuals to cover the future expenses of a funeral and burial. It has
become a major profit center for the funeral industry. Service Corporation
International, one of the largest funeral firms in the country, has $3.2 billion
of pre-need policies on its books.

INSURANCE INDUSTRY - Our products will have broad appeal to Fortune 500
companies, who will include our products in their executive compensation
programs. Professional corporate insurance brokers will sell this product to
their existing customer base. The top 10 such insurance brokers employ in excess
of 90,000 sales people. In addition, employee benefits providers, and executive
compensation firms, will be prime candidates to sell our products.

Our products will be sold as an add-on, and / or as additional employee benefits
coverage sold directly to risk managers, human resource departments, and
internal travel and / or trade association operations within corporations.

TRAVEL INDUSTRY - This is a segment experiencing exceptional growth, as baby
boomers become empty nesters. It is also an industry in which travel agency
profits have been under pressure as airlines have pushed direct ticket purchase
programs and reduced commissions. Our company, with its 40% travel agent
commission structure, is a significant potential source of new revenue for
travel agencies, wholesalers, and travel packagers.

There are a number of travel industry firms which develop wholesale travel
packages to be sold through captive and independent travel agents. The primary
travel package providers are API, Travcoa, and Abercrombie and Kent. Two of the
largest United States travel agencies are American Express and Carlson.
Woodside Travel Trust is the largest travel consortium in the world, with sales
of $20 billion generated by 65 partners and 2,500 offices in the United States.
We expect their endorsement of the Company's product. Woodside Travel Trust has
the potential to sell 2,000,000 our products per month.

INTERNET - America Online (AOL) has 2,000,000 customers who regularly purchase
airline tickets via the internet. Microsoft recently began accepting airline
tickets over its internet travel site. The internet is an area of explosive
travel services growth. We have been in contact with award winning web site
designers, working to create a state-of-the-art location. Where appropriate, our
web site information will be included on collateral materials.

ASSOCIATIONS - Increasingly, special interest associations are offering travel
services to their members. An association has paid dues because they deliver
value-added services and products. Therefore, to a dues driven organization such
as an association, a product like the TRANSWORLD EMERGENCY TRAVEL ASSISTANCE
PROGRAM is very attractive.

For example, the American Association of Retired Persons (AARP) has 35,000,000
members, and offers a full range of travel programs. Other examples of potential
markets include the American Automobile Association, with its millions of
members, and the Nevada State Teachers Association, whose 9,000 members almost
all travel outside the state during the summer months.

CREDIT CARD - This market is a major opportunity for our company. Discussions
have been held with one of the major credit card companies about adding our
product as a standard feature for each cardholder.

BUSINESS  STRATEGY
------------------

We will employ the following business strategies and goals:


                                       12
<PAGE>
-    One or more early sales commitments by the end of month three from
     well-known corporations in the manufacturing or insurance industries.

-    Bundle living benefits and repatriation services to customer driven time
     frames.

-    Leverage sales effort through strategic alliances with established sales
     organizations serving primary markets.

-    Offer exceptional value, being the low cost provider whenever possible.

-    Become the "brand name" for Emergency Travel Assistance Programs worldwide.

-    Offer cooperative advertising funds to expedite market penetration.

-    Develop Emergency Travel Assistance products for emerging markets, and
     distribution channels, such as the internet.

-    Hire, motivate, and retain top quality sales and marketing personnel.

-    Provide product enhancement on a regular basis.

-    Use technology to lower product costs - becoming a virtual organization.

-    Excel in customer service and support.


We will be implementing our strategies and goals the following ways:

We are planning to offer easy-to-understand, and simple to purchase, Emergency
Travel Insurance products, that provide valuable living and death benefits.
Consumers will be able to purchase short term, annual, or lifetime policies
through our wholesale network of insurance companies, brokers, travel agencies,
or funeral homes, as well as the Internet, and other mass marketing venues.

We will continue detailed research on current and future products, thereby
offering exceptional value, and in most cases, being the lowest cost provider of
these services.

When funded, we are projecting a substantial advertising budget, cooperative
advertising program, and media discount opportunities, and we believe this will
position us as the "brand name" in the Emergency Travel Insurance business. Our
advertising programs will target the consumer from this position of strength,
generating leads for our wholesale partners, with whom we will be developing
strategic alliances for quick product rollout.

We will continue to supply our immense target markets with product enhancements
and new products, while taking our current product line to Asia and Europe by
December 31, 2005.

We have a strong focus on experienced and talented management and are conveying
that focus into the sales department, where very strong "center of influence"
personnel are being hired as funding allows, with an outstanding incentive
program, and the best product line available in the industry. The diversity of
the product, purchase periods, and diverse markets, can only be managed using
state of the art technology, and substantial customer service and support all of
our strong assets.


                                       13
<PAGE>
DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS
-----------------------------------------------

CRITICAL ACCOUNTING POLICIES

In preparing our financial statements, we make estimates, assumptions and
judgments that can have a significant effect on our revenues, income/loss from
operations, and net income/net loss, as well as on the value of certain assets
on our balance sheet.  We believe that there are several accounting policies
that are critical to an understanding of our historical and future performance
as these policies affect the reported amounts of revenues, expenses, and
significant estimates and judgments applied by management.  While there are a
number of accounting policies, methods and estimates affecting our financial
statements, the area that is particularly significant is the valuation of our
deferred tax assets.  In addition, please refer to Note 1 to the accompanying
consolidated financial statements for further discussion of our accounting
policies.

Deferred Tax Assets.  We recognize deferred tax liabilities and assets for the
-------------------
expected future tax consequences of events that have been recognized in our
financial statements or tax returns.  Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statement carrying amounts and tax bases of assets and liabilities at each
period end based on enacted tax laws and statutory tax rates applicable to the
periods in which the differences are expected to affect taxable income.  A
valuation allowance is provided for significant deferred tax assets when it is
more likely than not that such assets will not be recovered.  Deferred tax
assets consist primarily of the tax effect of net operating loss carryforwards.
The Company has provided a full valuation allowance on the deferred tax assets
because of the uncertainty regarding realizability.

RESULTS OF OPERATIONS

During the three months ended March 31, 2003, we had no revenues and incurred a
net loss of $318,014 compared to net loss of $150,738 during the three months
ended March 31, 2002, all of which have been considered as part of our
development stage activities.

General and administrative expenses for the three months ended March 31, 2003
were $209,330, compared to $146,861 for the three months ended March 31, 2002.
The increase in expenses of $62,469 for the current three months were due
substantially to compensation and consulting expenses associated with completing
the merger and further developing the services to be provided as part of our
anticipated offerings.

During the three months ended March 31, 2003, we recorded interest expense of
$8,711 compared to $3,877 for the three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

We had $339 in cash at March 31, 2003. We had $1,977,136 in current liabilities
at March 31, 2003.

During the three months ended March 31, 2003, our net cash position increased by
$339 from a beginning balance of $0 as of December 31, 2002. During the three
months ended March 31, 2003, we had a loss from operations of $218,041,
generated no cash flows from investing activities and generated net cash flows
from financing activities of $148,250. During this period, our operating
activities utilized net cash of $147,911.

Our cash flows from financing activities included $163,750 received from the
issuance of a convertible debenture.


                                       14
<PAGE>
We do not currently have any material commitments for capital expenditures in
the short term other than those expenditures incurred in the ordinary course of
business.

Since inception, our operating and investing activities have used all cash from
financing activities. We will have an ongoing need to raise additional capital
to meet working capital requirements in order to fund the growth and development
of the business.

ITEM 3. CONTROLS AND PROCEDURES
-------------------------------

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the periodic reports filed by us with
the Securities and Exchange Commission (the "SEC") is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC and that such information is accumulated and communicated to the
Company's management.  Based on our most recent evaluation, which was completed
within 90 days of the filing of this Quarterly Report on Form 10-QSB, our Chief
Executive Officer and Chief Financial Officer believe that the our disclosure
controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Securities
Exchange Act of 1934, as amended) are effective. There were no significant
changes in our internal controls or in other factors that could significantly
affect these internal controls subsequent to the date of the most recent
evaluation.


                           PART II.  OTHER INFORMATION
                           ---------------------------


ITEM 2. CHANGES IN SECURITIES
-----------------------------

Common Stock  On January 30, 2003, we issued 4,500,000 shares of common stock to
------------
the stockholders of TransWorld Benefits, Inc. (the "TWBI Stockholders"), as more
fully described in our Form 8-K, filed with the Securities and Exchange
Commission on February 14, 2003, which is hereby incorporated herein.  In
connection with the sale of the Debenture and Warrant, we relied on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933 and Rule 506.  We did not publish any advertisement, article, notice or
other communication intended for public distribution regarding our intent to
make this offering.  Prior to completing the sale, we supplied information to
the TWBI Stockholders in compliance with Rule 502(b).  The TWBI Stockholders
represented in writing that the shares were being acquired for investment
purposes only and not for resale, and, in addition, the certificates
representing the securities bear a restrictive legend in accordance with Rule
144.  There were no underwriters, and no commissions were paid in connection
with this offering.  The offer was closed on January 30, 2003, upon closing the
transaction with the TWBI Stockholders.

8% Convertible Debenture and Warrant.  On January 29, 2003, we issued an 8%
------------------------------------
Convertible Debenture and a Warrant to La Jolla Cove Investors, Inc. (the
"Investor"), as more fully described in our Form 8-K, filed with the Securities
and Exchange Commission on February 14, 2003, which is hereby incorporated
herein. In connection with the sale of the Debenture and Warrant, we relied on
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933 and Rule 506.  We did not publish any advertisement, article, notice or
other communication intended for public distribution regarding our intent to
make this offering.  Based upon information provided to us by the Investor, we
determined that it was an accredited investor because it had net assets in
excess of $5,000,000.  Prior to completing the sale, we supplied information to
the Investor in compliance with Rule 502(b).  The Investor represented in
writing that the shares were being acquired for investment purposes only and not
for resale, and, in addition, the certificates representing the securities bear
a restrictive legend in accordance with Rule 144.  There were no underwriters,
and no commissions were paid in connection with this offering.  The offer was
closed on January 29, 2003, upon closing the transaction with the Investor.


                                       15
<PAGE>
ITEM 5:  OTHER INFORMATION
--------------------------

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     a)     Effective as of June 23, 2003, we terminated the services of our
principal independent auditor, Morgan & Company Chartered Accountants, P.O. Box
10007 Pacific Centre, Suite 1488 - 700 West Georgia St., Vancouver BC Canada V7Y
1A1 (the "Former Accountant").

          i.     We dismissed the Former Accountant.

          ii.    No adverse opinion or disclaimer of opinion was made during
the past two years by the Former Accountant, and no opinion of the Former
Accountant was qualified or modified as to uncertainty, audit scope or
accounting principals.

          iii.   The change in auditors was recommended by our Board of
Directors.

          iv.    During the two most recent fiscal years and the interim period
preceding such dismissal, we are not aware of any disagreements with the Former
Accountant on any matter of accounting principals or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of the Former Accountant, would have caused it
to make references to the subject matter of the disagreement(s) in connection
with its report.

          v.     We are not aware of any reportable events that have occurred
during the two most recent fiscal years and the interim period preceding the
dismissal of the Former Accountant.

     b)     We have engaged a new principal independent accountant effective as
of  June  23,  2003,  to act as an independent accountant to audit our financial
records  upon  which  we  will  rely  in  reports  filed with the Securities and
Exchange  Commission.  Our  new  accountant  is  Corbin & Company, LLP 2603 Main
Street, Suite 600, Irvine, California 92614-4259, telephone number 949-756-2120,
fax 949-756-9110 (the "New Accountant"). During the two most recent fiscal years
and  the interim period preceding the appointment of the New Accountant, we have
not  consulted  the  New  Accountant  regarding  either:

          (i)     The application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on our financial statements, and neither a written report nor
advice was provided to us that the New Accountant concluded was an important
factor considered by us in reaching a decision as to the accounting or financial
reporting issue; or

          (ii)    Any matter that was either the subject of a disagreement or a
reportable event (as defined in Regulation S-K, Item 304(a)(i)).

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a)
--------------------------------------------

(a) Exhibits:

4.1  8% Convertible Debenture, dated January 29, 2003, issued to La Jolla Cove
     Investors, Inc. is hereby incorporated by this reference to Exhibit 4.1 to
     our Form 8-K filed with the Securities and Exchange Commission on February
     14, 2003.

4.2  Warrant to Purchase Common Stock, dated January 29, 2003, issued to La
     Jolla Cove Investors, Inc. is hereby incorporated by this reference to
     Exhibit 4.2 to our Form 8-K filed with the Securities and Exchange
     Commission on February 14, 2003, 2003.


                                       16
<PAGE>
4.3  Side Letter Agreement, dated January 29, 2003, between "The Company" and La
     Jolla Cove Investors, Inc. is hereby incorporated by this reference to
     Exhibit 4.3 to our Form 8-K filed with the Securities and Exchange
     Commission on February 14, 2003.

4.4  Registration Rights Agreement dated January 29, 2003, between "The Company"
     and La Jolla Cove Investors, Inc. is hereby incorporated by this reference
     to Exhibit 4.4 to our Form 8-K filed with the Securities and Exchange
     Commission on February 14, 2003.

10.1 Put and Call Agreement by and between La Jolla Cove Investors, Inc.,
     Charles C. Seven and Keith T. Romine, dated January 29, 2003 is hereby
     incorporated by reference to Exhibit 5 of the Schedule 13D filed by Charles
     Seven with the Securities and Exchange Commission on February 10, 2003.

21.1 Subsidiaries

     TransWorld Benefits, Inc, a Nevada Corporation

(b)  Reports on Form 8-K: The following reports on Form 8-K were filed during
     the quarter ending March 31, 2003:

Form  8-K,  Filed  on February 14, 2003, regarding the acquisition of TransWorld
Benefits,  Inc.


                                       17
<PAGE>
                                   SIGNATURES


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


THINKA  WEIGHT-LOSS


Date:  June  24,  2003

By:  /s/  Charles  C.  Seven
-----------------------------------------------------------
Charles  C.  Seven,  Chief  Executive  Officer


By:  /s/  Keith  T.  Romine
-----------------------------------------------------------
Keith  T.  Romine,  Secretary  and  Treasurer


                                       18
<PAGE>
Charles  Seven
                                CERTIFICATION OF
                             CHIEF EXECUTIVE OFFICER
                               PURSUANT TO 15D-14


I, Charles Seven, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Thinka
Weight-Loss Corporation;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 24, 2003


/s/ Charles Seven
-----------------
Charles Seven
Chief Executive Officer


                                       19
<PAGE>
                                CERTIFICATION OF
                             SECRETARY AND TREASURER
                               PURSUANT TO 15D-14


I, Keith Romine, certify that:

1.     I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Thinka
Weight-Loss  Corporation;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 24, 2003

/s/ Keith Romine
----------------
Keith Romine
Chief Financial Officer


                                       20
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                            CERTIFICATION PURSUANT TO
                                18 U.S.C.  1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Quarterly Report of Thinka Weight-Loss Corporation (the
"Company")  on Form 10-QSB for the period ended March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Charles
Seven,  Chairman, President and Chief Executive Officer of the Company, certify,
pursuant  to  18  U.S.C.  1350,  as  adopted  pursuant  to  Section  906  of the
Sarbanes-Oxley  Act  of  2002,  that:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                              /s/  Charles  Seven
                              -------------------
                              Charles  Seven
                              Chairman,  President  and  Chief Executive Officer
                              June  24,  2003


                                       21
<PAGE>
                            CERTIFICATION PURSUANT TO
                                18 U.S.C.  1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Thinka Weight-Loss Corporation (the
"Company") on Form 10-QSB for the period ended March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Keith
Romine, Senior Vice President and Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C.  1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)     The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

                              /s/  Keith  Romine
                              ------------------
                              Keith  Romine
                              Secretary  and  Treasurer
                              June  24,  2003


                                       22
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