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

                                  FORM 10-QSB/A
                                (Amendment No. 1)

(Mark One)

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

     For the quarterly period ended December 31, 2002

                                       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                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)


           18201 Von Karman Ave., Suite 1170, Irvine, California 92612
          (Address, including zip code, of principal executive offices)

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

             3675 Pecos-McLeod, Suite 1400, Las Vegas, Nevada 89121
                          (Former name, former address)

The number of shares of the Registrant's Common Stock outstanding as of February
10,  2003  was  19,034,600.

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

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                                EXPLANATORY NOTE

     Registrant  hereby  amends  Item  6  of  Part II of its Form 10-QSB for the
interim  period  ended  December  31,  2002,  to  replace  Exhibit 10.1 with the
attached Exhibit 10.1.  This amendment is necessary because we previously failed
to  include Exhibit A to the Sublease, which was included as Exhibit 10.1 to our
Form  10-QSB  for  the  interim  period  ended December 31, 2002, filed with the
Securities  and  Exchange  Commission  on  February  19,  2003.

PART II: OTHER INFORMATION

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

     (a)  Exhibits:

10.1           Sublease, dated May 16, 2002, by and between Transworld Benefits,
               Inc., and DHR International, Inc., an Illinois corporation, as
               amended, together with related Indemnification Agreement, dated
               October 1, 2002.

                                   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 CORPORATION

Date:  February 25, 2003               By: /s/ Charles C. Seven
                                       -----------------------------------------
                                       Charles C. Seven, Chief Executive Officer


                                       By: /s/ Keith Romine
                                       -----------------------------------------
                                       Keith Romine, Treasurer


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                                 CERTIFICATIONS
                               PURSUANT TO 15D-14
                         -----------------------------

I, Charles C. Seven, certify that:

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

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.

Date:  February 25, 2003               By: /s/ Charles C. Seven
                                       -----------------------------------------
                                       Charles C. Seven, Chief Executive Officer


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;

Date:  February 25, 2003              By: /s/ Keith Romine
                                       -----------------------------------------
                                       Keith Romine, Treasurer


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