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

                                   FORM 10-KSB

(x)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
                           ACT OF 1934 (FEE REQUIRED)
                     For the fiscal year ended June 30, 2002
                     ---------------------------------------

( )  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
                     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                     For the transition period from    to

                         Commission File number 0-32673


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

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

             3675 Pecos-McLeod, Suite 1400, Las Vegas, Nevada 89121
             ------------------------------------------------------
             (Address of principal executive offices)    (Zip Code)

         Issuer's telephone number, including area code: (800) 297-4450
                                                         --------------

          Securities registered pursuant to section 12 (b) of the Act:

          Title of each class Name of each exchange on which registered

                       None                        None
                       ----                        ----

          Securities registered pursuant to section 12 (g ) of the Act:

                                     Common
                                     ------
                                (Title of Class)

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 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.

         (1)  Yes [x]    No [ ]         (2)  Yes [x]    No [  ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:   $ 0

The  aggregate  market value of the issuer's  voting stock held as of October 7,
2002, by  non-affiliates  of the issuer based on the closing daily price of $.65
as quoted on the OTCBB was $5,728,557.25.

As of October 8, 2002,  the  registrant  had  14,534,600  shares of common stock
issued and outstanding.

Transitional Small Business Disclosure Format:   Yes [ ]   No [X]

Documents incorporated by reference: None.


<PAGE>



                                TABLE OF CONTENTS

PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                            3

ITEM 2.  DESCRIPTION OF PROPERTIES                                          8

ITEM 3.  LEGAL PROCEEDINGS                                                  8

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                  8


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS           8

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         10

ITEM 7.  FINANCIAL STATEMENTS                                              12

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE                                          34


PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE
         ACT                                                               34

ITEM 10. EXECUTIVE COMPENSATION                                            36

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT                                                        37

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    38

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                  38
















                                        2
<PAGE>



                                     PART I

This Form 10-KSB contains certain forward-looking  statements within the meaning
of the Private  Securities  Litigation  Reform Act of 1995. For this purpose any
statements  contained in this Form 10-KSB that are not  statements of historical
fact may be deemed to be  forward-  looking  statements.  Without  limiting  the
foregoing,  words  such as  "may,"  "will,"  "expect,"  "believe,"  anticipate,"
"estimate"  or "continue"  or  comparable  terminology  are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainty,  and actual results may differ materially  depending on a
variety of factors,  many of which are not within the Company's  control.  These
factors include but are not limited to economic conditions  generally and in the
industries  in which the  Company  and its  customers  participate;  competition
within  the  Company's   industry,   including   competition  from  much  larger
competitors;  technological  advances which could render the Company's  products
less competitive or obsolete; failure by the Company to successfully develop new
products or to anticipate current or prospective customers' product needs; price
increase or supply  limitations for components  purchased by the Company for use
in its products; and delays,  reductions,  or cancellations of orders previously
placed with the Company.

ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------

Our Background.  We were  incorporated in Nevada 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 trading symbol on the Over-The-Counter Bulletin
Board 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 as our
geologist, Glen MacDonald, advised us that our exploration activities had failed
to locate commercial  quantities of the mineral we were looking for, molybdenum.
Moreover,  the price for molybdenum remains depressed because there are adequate
supplies of this mineral  currently  available on the market.  On July 30, 2001,
our Option  Agreement on the  molybdenum  mineral rights on the property we were
exploring  terminated,  and we no  longer  possessed  any  mineral  options.  We
therefore decided to shift our line of business.

We learned that Six Forty-Nine  Incorporated,  a Nevada corporation ("649"), was
also in the  process  of  looking  for a  partner  from Ms.  Lauridia,  a former
associate of Dr. Louis Scarrone. In July 2001, we purchased all of the assets of
649 in exchange for  12,892,300  shares of our common  stock.  649 had purchased
these assets from Dr.  Scarrone  pursuant to an Asset Purchase  Agreement  dated
November 3, 2000. One of the provisions of the Asset Purchase  Agreement was the
immediate resignation of Encore Ventures, Inc.'s officers and directors, William
Iny  and  Steven  Bekropoulos.  In  their  place,  a new  management  group  was
installed,  consisting  of  Stacy  Lauridia,  president  and a  director;  Louis
Scarrone,  director  and  chairman  of the  board  of  directors;  Kathy  Whyte,
secretary,  treasurer and a director; Charles Stein, chief executive officer and
a director;  George Lois, a director;  Daniel Melnick, a director;  and Clifford
Perlman, a director.

We also signed a registration rights agreement obligating us to prepare and file
a  registration  statement for the  12,892,300  shares with the  Securities  and
Exchange Commission at our sole expense. We filed a registration  statement with
respect to these shares on October 15, 2001 and filed a pre-effective  amendment
on March 12, 2002,  however the  registration  statement  was withdrawn by us on
June 27, 2002 and did not become effective.

The assets  acquired  included  all right,  title and  interest  in the  Medslim
Program,  which was made up of a liquid,  low carbohydrate,  high protein weight
loss product which was owned and created by Dr. Scarrone.

In December 2001 our shareholders removed directors Clifford Perlman, Charles H.
Stein and Daniel Melnick.

In June 2002 we  redeemed  11,250,000  of our  shares  previously  issued to 649
shareholders  in exchange  for our  delivery  back to 649 of our interest in the
Medslim Program.

On or about  September 17, 2001, we entered into a Letter of Intent ("LOI") with
One World Networks Integrated Technologies, Inc. ("One World") wherein we agreed
to purchase One World product lines and products  known as "the  "Ultimate  Lean


                                        3
<PAGE>



Routine"  and the "Carb  Fighter"  and all assets  relating  thereto for a total
purchase  price of $2,750,000.  The parties have since amended and  subsequently
rescinded  that LOI. On January 31, 2002, we then entered into an Asset Purchase
Agreement with One World,  which  agreement  superseded and replaced the LOI and
amendments  previously  entered into between those parties on September 17, 2001
and September 26, 2001, respectively.  The Asset Purchase Agreement provides for
our purchase of the Carb  Fighter  product  from One World  Networks  Integrated
Technologies, Inc. for an aggregate purchase price of $250,000.

We plan to move forward  with the  development,  marketing  and sale of the Carb
Fighter product, however, we intend to subcontract virtually every aspect of our
business to third party suppliers and distributors.

On February 22, 2002 we entered into a Royalty  Agreement  with Windmill  Health
Products, a division of Vitaquest International,  with a view to them marketing,
distributing  and  selling  the Carb  Fighter  product in the United  States and
Canada. We will not be required to fund either the manufacturing of our products
or  advertising  and other costs  related to marketing and  distribution  of our
products.  Vitaquest  will assume the risk of purchasing  supplies and producing
our  products  through  its  divisions.  Title to our  products  is assumed  and
marketed by Vitaquest.

We will receive  royalties from the sale of our products.  Windmill will arrange
to sell our  products  through  direct  sales  methods,  and  Windmill  Consumer
Products,  another affiliate of Vitaquest, will sell our products through retail
outlets.  We will receive royalties on net sales,  after any product returns are
deducted.  Monies from the sales of our products,  and royalties due to us, will
be reconciled  monthly on net sales.  Orders will be processed  upon  Windmill's
receipt of 50% of the order amount,  with shipment once orders have been paid in
full.

Our distributors  plan to utilize both traditional and online marketing  efforts
to reach dieters pursuing either  self-regulated or medically  supervised diets.
Our  distributors  hope to make our proposed  products  available at traditional
stores,  including  retail  outlets  as well as  through  medical  and  clinical
programs.  Our distributors  also intend to develop an Internet presence to both
market and distribute our proposed products.

Our  distributors  intend to  position  our  product 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.

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

Subsequent Event. On October 4, 2002, we signed a Share Purchase  Agreement with
Transworld Benefits Inc., an insurance benefit company  headquartered in Irvine,
California,  and  its  shareholders.  Under  the  terms  of this  agreement,  we
anticipate  issuing 4,500,000 shares of restricted common stock to Transworld in
exchange  for  100%  of its  issued  and  outstanding  shares.  Closing  of this
transaction  is subject to us  completing  a financing to raise  $500,000.  Upon
completion of the anticipated acquisition, we will have approximately 19,400,000
common shares  outstanding.  The  shareholders  and employees of Transworld have
also  negotiated  an agreement to purchase  5,300,000 of our  restricted  common
shares from Farline Venture  Corporation,  an entity  controlled by William Iny,
our former President and Director.

Transworld  has  developed  a unique  proprietary  emergency  travel  assistance
benefits  package.  Its "Above and Beyond"  service  product  provides  valuable
assistance for travelers in cases of injury or death.  A major  component of its
service  is it will  maintain  exclusive  relationships  with a vast  network of
private  executive  aircrafts.  Its target industries for the "Above and Beyond"
service include funeral, insurance and credit card providers, as well as private
associations.

Products.  The Carb Fighter product is a fat neutralizing dietary supplement,  a
weight loss formula  designed to help reduce dietary fat intake when eating high
fat meals.  It helps bind to dietary fat and works  naturally with the digestive
system to sweep away  fatty  material  from the body.  It is a  vegetable  based
product that contains all natural products.  It does not contain caffeine or any
stimulants. 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.

                                        4
<PAGE>



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.

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.

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.

Patents and Proprietary Rights. We hold all intellectual  property rights to the
Carb Fighter product,  including copyrights, the trademark "Carb Fighter", trade
dress,  product formula and patent rights. We have made Windmill Health Products
an exclusive licensee of these rights for the United States and Canada.

Our Research and  Development.  Our research is dependent  upon us being able to
raise sufficient funds to support the research.  Otherwise,  we do not intend to
engage in any research and development within the next twelve months.

Advertising and marketing.  Our distributors  intend to implement an advertising
and marketing  campaign to increase  awareness of our product and to acquire new
customers   through  multiple   channels,   including   traditional  and  online
advertising,   direct  marketing   expansion  and   strengthening  of  strategic
relationships. We will not be required to fund any media advertising, as part of
our agreement with Windmill  Consumer  Products it will be a requirement that it
promote, advertise and market our product.

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, our distributors have developed several strategies,
which include:

     o    Traditional and online advertising.  Our distributors intend to pursue
          a  traditional  media-based  advertising  campaign  that  may  include
          television,  radio, print,  outdoor and event-based  advertising.  Our
          distributors  may  purchase  advertising  in the health and  nutrition
          magazines in which other diet producers have successfully  advertised,
          including  targeted online  advertising to promote both our brand name
          and specific merchandising opportunities. Our distributors 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 consumers of our product. We anticipate this 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.  Our distributors  intend 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.

     o    Consumer  Articles.  We hope to inspire  awareness  of our  product by
          getting  articles  published.   Specifically,  we  believe  that  diet

                                        5
<PAGE>



          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. Products
that compete  directly  with our product  include  Cblock  (marketed by Absolute
Nutrition),  Glycemet (marketed by Met-Rx) and Carbolyzer  (marketed by Health &
Nutrition),  among others.  We also compete  indirectly  with a variety of other
products in the diet  industry,  including  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.

Our  competitors  have  established  retail  distribution  networks,   effective
marketing, and websites that offer their users a sense of community and support.
We hope to market our product through similar  distribution  outlets,  including
traditional   retail,   health  specialty  stores,   and  online.   Through  our
contemplated  research and development,  we hope to distinguish our product from
others 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. The
functionality  of the  Internet  makes it an  attractive  commercial  medium  by
providing features and information that have been unavailable in the past.

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  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 our product. 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.

Government  Regulation  of  Our  Proposed  Products.   Because  the  market  for
over-the-counter  diet products is relatively new, there is little common law or
regulatory  guidance that  clarifies the manner in which  government  regulation
impacts sales,  especially those made online.  Governmental regulation may limit
our sales or add significant additional costs to our business. The two principal
federal  agencies  that  regulate  dietary   supplements,   including  vitamins,
nutritional  supplements  and  minerals,  are the Food  and Drug  Administration
("FDA") and the Federal  Trade  Commission  ("FTC").  Among other  matters,  FDA
regulations  govern  claims  that  assert the health or  nutritional  value of a
product.  Many FDA and FTC  remedies and  processes,  including  imposing  civil
penalties and  commencing  criminal  prosecution,  are  available  under federal
statutes and regulations if product claims violate the law. Similar  enforcement
action may also result from  noncompliance  with other regulatory  requirements,
such as FDA  labeling  rules.  The FDA also  reviews  some  product  claims that
companies  must  submit for agency  evaluation  and may find them  unacceptable.
State,  local and foreign  authorities  may also bring  enforcement  actions for
violations  of these laws.  In addition,  because we sell  products  outside the
United States, our business is also subject to the risks associated with foreign
legislation and regulations relating to exports.

We do not presently  require any  government  approvals to promote our products,
but that could change. The Food and Drug Administration, or FDA, administers the
Dietary  Supplement  Health and  Education  Act of 1994.  This law  amended  the
Federal Food, Drug, and Cosmetic Act to define the term "dietary supplement" and
establish a regulatory framework for dietary supplements.  In doing so, Congress
made  15  significant  findings  that  emphasize  the  importance  of  diet  and

                                        6
<PAGE>



nutrition,  including  dietary  supplement use, in promoting health and reducing
the risk of disease.  This law provides for broad access to dietary  supplements
for consumers and also recognizes that there is a need for a rational regulatory
framework  that provides FDA  authority to remove from the market  products that
pose a  "significant  or  unreasonable"  risk to consumers or that are otherwise
adulterated  and to require that labeling for dietary  supplements  be accurate.
Congress  defined  "dietary  supplement"  to mean  products that are intended to
supplement  the diet that  contain one or more of certain  dietary  ingredients,
such as:

     o    a vitamin or a mineral,
     o    an herb or other botanical,
     o    an amino acid,
     o    a  dietary  substance  for  use by  man  to  supplement  the  diet  by
          increasing the total dietary intake, or
     o    a concentrate, metabolite, constituent, or extract.

All dietary  supplements must bear nutrition  information  entitled  "Supplement
Facts." This labeling is similar to nutrition  content labeling for conventional
foods but is tailored to the special characteristics of dietary supplements.

If a supplement  contains a new dietary ingredient that has not been in the food
supply,  Congress  required the  manufacturer to notify the FDA at least 75 days
before marketing,  and to include in the notification the  manufacturer's  basis
for its conclusion  that a dietary  supplement  containing  the ingredient  will
reasonably be expected to be safe.  There is no  requirement  that we wait for a
safety determination from the FDA before marketing our proposed product.

Government Regulation of Mail and Telephone Order Merchandise. The FTC, which is
the government agency that regulates  interstate  commerce and oversees consumer
protection  laws, has established the Mail or Telephone Order  Merchandise  Rule
concerning  the  handling  of mail order or  telephone  shipments,  payment  and
refunds.  The FTC requires mail order companies to ship  merchandise by the date
promised,  or within 30 days of  receiving  payment if none is  specified.  If a
company cannot meet that deadline, the FTC's Mail or Telephone Order Merchandise
Rule requires the company to "offer to the buyer,  clearly and conspicuously and
without prior  demand,  an option either to consent to a delay in shipping or to
cancel  the  buyer's  order  and  receive  a  prompt  refund."  There  must be a
"reasonable basis" and a notice of delay provided where there is a change in the
shipping date. A "reasonable basis" is found if the merchant has, at the time of
making the  representation,  such  information as would under the  circumstances
satisfy a reasonable and prudent businessperson,  acting in good faith, that the
representation is true.

Government  Regulation of Online  Commerce.  Online  commerce is new and rapidly
changing,  and federal and state regulations relating to the Internet and online
commerce are  relatively new and evolving.  Due to the increasing  popularity of
the Internet, it is possible that laws and regulations may be enacted to address
issues  such  as  user  privacy,  pricing,  content,  copyrights,  distribution,
antitrust  matters and the quality of products  and  services.  The  adoption of
these laws or regulations could reduce the rate of growth of the Internet, which
could potentially decrease the usage of our website and could otherwise harm our
business.  In  addition,  the  applicability  to the  Internet of existing  laws
governing issues such as property  ownership,  copyrights and other intellectual
property issues,  libel,  obscenity and personal  privacy is uncertain.  Most of
these  laws  were  adopted  prior  to  the  advent  of the  Internet  and do not
contemplate or address the unique issues of the Internet. New laws applicable to
the  Internet may impose  substantial  burdens on  companies  conducting  online
commerce. In addition,  the growth and development of online commerce may prompt
calls for more  stringent  consumer  protection  laws in the  United  States and
abroad.

Employees.  Besides our executive officers, we have no employees.  We anticipate
entering into an employment contract with Kathy Whyte. We are not a party to any
collective bargaining agreements.

Facilities.  Our  corporate and  administrative  offices are now located at 3675
Pecos-McLeod, Suite 1400, Las Vegas, Nevada 89121.


                                        7
<PAGE>



ITEM 2.  DESCRIPTION OF PROPERTIES
----------------------------------

Property held by us. As of the date  specified in the following  table,  we held
the following property:

     ======================================
     Property                June 30, 2002
     -----------------      --------------
     Cash                       $14,654
     ======================================

Facilities.  Our  corporate and  administrative  offices are now located at 3675
Pecos-McLeod,  Suite  1400,  Las  Vegas,  Nevada  89121.  We do not own any real
property.


ITEM 3.  LEGAL PROCEEDINGS
--------------------------

No legal proceedings are threatened or pending against the Company or any of its
officers or directors.  Further,  none of the Company's officers or directors or
affiliates  of the Company are parties  against the Company or have any material
interests in actions that are adverse to the Company's interests.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
--------------------------------------------------------------

Other than the  following,  no matters were submitted to a vote of the Company's
shareholders during the fiscal year ended June 30, 2002:

On  December  24,  2001  at a  Special  meeting  of  Shareholders,  shareholders
representing 17,076,851 shares declared a quorum for (i) the removal of Clifford
Perlman,  Director, Charles H. Stein Director/Chief Executive Officer and Daniel
Melnick, Director and (ii) approval of the acquisition of Carb Fighter.

On June 14, 2002,  13,104,921 of our  shareholders  acted by written  consent to
approve the  redemption  of 11,250,000  of our shares  previously  issued to 649
shareholders  in exchange  for our  delivery  back to 649 of our interest in the
Medslim Program.


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------

Warrants.  We have assumed the obligations of 649 with respect to its issued and
outstanding warrants. 649 has 1,642,300 warrants issued and outstanding, each of
which  represents  the right to  purchase  one share of 649's  common  stock for
$1.00.  All of the  warrants in 649 expire by their own terms in December  2002.
Because we have entered into an  assumption  agreement  with 649 whereby we will
assume 649's  obligations  related to the warrants,  the warrants  represent the
right to purchase stock in the company pursuant to the same terms and conditions
specified above.

Options. We currently have no options outstanding.

Stock Split.  On or about July 19, 2001, we effectuated a forward stock split at
a ratio of 3.814289941:1.

Dividends.  There have been no cash  dividends  declared  on our  common  stock.
Dividends are declared at the sole discretion of our Board of Directors.







                                        8
<PAGE>



We  participate on the  Over-The-Counter  Bulletin  Board  Electronic  Quotation
Service,  an  Internet-based,  real-time  quotation service for OTC equities and
bonds for market  makers and  brokers.  We trade  under the symbol  "TWLO."  The
published  closing bid and ask  quotations  for each quarter since we began such
participation are:

                             BID PRICES                      ASK PRICES
                       HIGH               LOW          HIGH               LOW
                       ----               ---          ----               ---
2001
----
June 1 through         NONE              NONE          NONE              NONE
   June 29 (first
   available)
July 2 through          .15               .01          NONE              NONE
   July 25
July 26 through        6.00               .01          6.10              2.65
   Sept. 28 (after
   3.814289941:1
   split)
Oct.1 through          2.40               .20          2.47               .30
   Dec. 31
2002
----
Jan. 2 through          .45               .35           .56               .51
   Mar. 28
Apr. 1 through          .35               .18           .51               .30
   June 28

The foregoing figures were furnished to us by Pink Sheets, LLC. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

As of June 30, 2002, the Company had 44 shareholders  holding  14,534,600 common
shares. Of the issued and outstanding common stock,  7,170,865 are free trading,
the balance are "restricted  securities"  shares as that term is defined in Rule
144 promulgated by the Securities and Exchange Commission.

There is only a limited public market for shares of our common stock.  We cannot
guaranty that an active  public market will develop or be sustained.  Therefore,
investors  may not be able to find  purchasers  for their  shares of our  common
stock.  Should there  develop a  significant  market for our shares,  the market
price for those  shares may be  significantly  affected  by such  factors as our
financial results and introduction of new products and services. Factors such as
announcements  of  new  or  enhanced  products  by us  or  our  competitors  and
quarter-to-quarter  variations in our results of  operations,  as well as market
conditions in the high  technology  sector may have a significant  impact on the
market price of our shares.  Further,  the stock market has experienced  extreme
volatility  that has  particularly  affected the market  prices of stock of many
companies and that often has been unrelated or disproportionate to the operating
performance of those companies.

Penny Stock  Regulation.  Shares of our common stock will probably be subject to
rules  adopted  by  the  Securities  and  Exchange   Commission   that  regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks are generally equity  securities with a price of less than $5.00,  except
for securities  registered on certain national securities exchanges or quoted on
the Nasdaq  system,  provided  that current  price and volume  information  with
respect to  transactions  in those  securities  is provided  by the  exchange or
system. The penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from those rules, deliver a standardized risk
disclosure  document prepared by the Securities and Exchange  Commission,  which
contains the following:

     o    a description  of the nature and level of risk in the market for penny
          stocks in both public offerings and secondary trading;
     o    a description  of the broker's or dealer's  duties to the customer and
          of the rights and remedies  available to the customer  with respect to
          violation to such duties or other requirements of securities' laws;
     o    a brief, clear,  narrative  description of a dealer market,  including


                                        9
<PAGE>



          "bid" and "ask"  prices for penny stocks and the  significance  of the
          spread between the "bid" and "ask" price;
     o    a toll-free telephone number for inquiries on disciplinary actions;
     o    definitions of significant terms in the disclosure  document or in the
          conduct of trading in penny stocks; and
     o    such other information and is in such form, including language,  type,
          size and format,  as the  Securities  and  Exchange  Commission  shall
          require by rule or regulation.

Prior to effecting any transaction in penny stock, the  broker-dealer  also must
provide the customer the following:

     o    the bid and offer quotations for the penny stock;
     o    the  compensation  of the  broker-dealer  and its  salesperson  in the
          transaction;
     o    the number of shares to which such bid and ask prices apply,  or other
          comparable  information  relating  to the depth and  liquidity  of the
          market for such stock; and
     o    monthly  account  statements  showing  the market  value of each penny
          stock held in the customer's account.

In  addition,  the penny stock rules  require that prior to a  transaction  in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure  requirements may have the effect of reducing the trading activity in
the secondary  market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have  difficulty  selling those shares
because our common stock will probably be subject to the penny stock rules.

There  have been no sales of  unregistered  securities  within the period of the
report,  which  would  be  required  to be  disclosed  pursuant  to Item  701 of
Regulation S-B.

Securities Authorized For Issuance Under Equity Compensation Plans. None.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------

General

The Company is a development stage company engaged in the development, marketing
and sale of weight loss  products.  The Company has been engaged in this line of
business since 2001, and was previously in the business of mineral exploration.

Plan of Operation

Our plan of operation is materially dependent on our ability to raise capital to
bring our  products  to the public.  On February  22,  2002,  we entered  into a
Royalty  Agreement  with  Windmill  Health  Products,  a division  of  Vitaquest
International,  who will market,  distribute,  and sell our product.  We plan on
focusing our efforts in the following areas:

     o    initial  product  and  marketing   strategy   development,   including
          investigating   strategic   relationships   with  healthcare   product
          manufacturers and distributors;
     o    establishing  office facilities and hiring sales,  administrative  and
          support staff to support and sustain prolonged growth.

If we are able to initiate operations and generate revenues,  we anticipate that
those revenues will be used to help market our proposed  products and provide us

                                       10
<PAGE>



with working  capital and pay our legal and accounting  fees for the next twelve
months. If we generate those revenues,  then we expect that our expenses for the
next twelve months will be approximately  $300,000. If we are unable to generate
revenues,  then we anticipate  that our expenses for the next twelve months will
be limited to the day-to-day  expenditures necessary to conduct business such as
administrative expenses.

In the opinion of management,  available  funds will satisfy our working capital
requirements  through  November  2002. Our forecast for the period for which our
financial  resources will be adequate to support our  operations  involves risks
and  uncertainties  and  actual  results  could  fail as a result of a number of
factors.  We anticipate that we will need to raise additional capital to develop
and conduct our operations from November 2002 on. Such additional capital may be
raised  through  public or private  financing  as well as  borrowings  and other
sources.  There can be no assurance that additional funding will be available on
favorable terms, if at all. If adequate funds are not available, we believe that
our officers and directors  will seek to  contribute  funds and pay for incurred
expenses.  Therefore,  we have not  contemplated  any plan of liquidation in the
event that we do not generate revenues.

We do not anticipate that we will purchase or sell any significant  equipment in
the next six to twelve months unless we generate significant revenues.

We do anticipate  that we will hire employees in the next nine to twelve months.
We believe our future success depends in a large part upon the continued service
of our key  personnel.  Our officers and directors will only be paid if and when
we can generate  sufficient  revenue  after  payment of our  day-to-day  working
expenses, including the payment of legal and accounting fees.

Subsequent Event. On October 4, 2002, we signed a Share Purchase  Agreement with
Transworld Benefits Inc., an insurance benefit company  headquartered in Irvine,
California,  and  its  shareholders.  Under  the  terms  of this  agreement,  we
anticipate  issuing 4,500,000 shares of restricted common stock to Transworld in
exchange  for  100%  of its  issued  and  outstanding  shares.  Closing  of this
transaction  is subject to us  completing  a financing to raise  $500,000.  Upon
completion of the anticipated acquisition, we will have approximately 19,400,000
common shares  outstanding.  The  shareholders  and employees of Transworld have
also  negotiated  an agreement to purchase  5,300,000 of our  restricted  common
shares from Farline Venture  Corporation,  an entity  controlled by William Iny,
our former President and Director.

Transworld  has  developed  a unique  proprietary  emergency  travel  assistance
benefits  package.  Its "Above and Beyond"  service  product  provides  valuable
assistance for travelers in cases of injury or death.  A major  component of its
service  is it will  maintain  exclusive  relationships  with a vast  network of
private  executive  aircrafts.  Its target industries for the "Above and Beyond"
service include funeral, insurance and credit card providers, as well as private
associations.

Liquidity and Capital Resources

During the fiscal year ended June 30, 2002,  the Company  funded its  operations
primarily  with cash on hand and  funds  raised  during  2001 in  private  stock
offerings and borrowed funds against promissory notes during 2002.

     As of June 30, 2002, the Company had cash on hand of $ 14,654.











                                       11
<PAGE>



ITEM 7.  FINANCIAL STATEMENTS
-----------------------------


















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


                              FINANCIAL STATEMENTS


                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)



























                                       12
<PAGE>


                                                           M O R G A N
                                                         &
                                                           C O M P A N Y
                                                           CHARTERED ACCOUNTANTS

                                AUDITORS' REPORT




To the Shareholders of
Thinka Weight-Loss Corporation
(Formerly Encore Ventures, Inc.)
(A development stage company)

We have audited the balance sheets of Thinka Weight-Loss  Corporation  (formerly
Encore  Ventures,  Inc.) (a  development  stage company) as at June 30, 2002 and
June 30, 2001,  and the  statements of loss and deficit  accumulated  during the
development  stage, cash flows and stockholders'  equity for the year ended June
30, 2002, for the two month period ended June 30, 2001, for the year ended April
30, 2001, and for the period from September 14, 1999 (date of inception) to June
30, 2002.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audits in accordance  with United States of America  generally
accepted auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable  assurance whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects, the financial position of the Company as at June 30, 2002 and June 30,
2001,  and  the  results  of  its  operations,   cash  flows,   and  changes  in
stockholders'  equity for the year ended June 30, 2002, for the two month period
ended June 30, 2001,  for the year ended April 30, 2001, and for the period from
September 14, 1999 (date of  inception)  to June 30, 2002,  in  accordance  with
United States of America generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As discussed in Note 1(c) to the  financial
statements, the Company incurred a net loss of $497,371 since inception, has not
attained  profitable   operations  and  is  dependent  upon  obtaining  adequate
financing to fulfil its development activities.  These factors raise substantial
doubt that the Company will be able to continue as a going concern. Management's
plans in regard to these matters are also  discussed in Note 1(c). The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



Vancouver, Canada                                           "Morgan & Company"

September 30, 2002                                         Chartered Accountants
Tel: (604) 687-5841           MEMBER OF            P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075            [LOGO]       Suite 1488 - 700 West Georgia Street
www.morgan-cas.com              ACPA                    Vancouver, B.C.  V7Y 1A1
                            INTERNATIONAL













                                       13
<PAGE>



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

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)


-----------------------------------------------------------------------------------------------------
                                                                                JUNE 30
                                                                         2002              2001
-----------------------------------------------------------------------------------------------------

ASSETS

<S>                                                                <C>               <C>
Current
     Cash                                                          $       14,654    $       15,198
     Prepaid expenses                                                       1,979              -
                                                                   ----------------------------------
                                                                           16,633            15,198

Equipment (Note 4)                                                          2,470              -
Intangible Asset (Note 5)                                                 250,000              -
                                                                   ----------------------------------

                                                                   $      269,103    $       15,198
=====================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                      $       11,100    $        9,516
     Notes payable (Note 6)                                                89,500              -
                                                                   ----------------------------------
                                                                          100,600             9,516
                                                                   ----------------------------------

STOCKHOLDERS' EQUITY

Capital Stock
     Authorized:
         100,000,000 Common shares, par value $0.001 per share

     Issued and outstanding:
          14,534,600 Common shares at June 30, 2002 and
           3,380,000 Common shares at June 30, 2001                        14,534             3,380

     Additional paid-in capital                                           651,340            91,120

Deficit Accumulated During The Development Stage
                                                                         (497,371)          (88,818)
                                                                   ----------------------------------
                                                                          168,503             5,682
                                                                   ----------------------------------

                                                                   $      269,103    $       15,198
=====================================================================================================
</TABLE>













                                       14
<PAGE>



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

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


-------------------------------------------------------------------------------------------------------------------------
                                                                          TWO                                INCEPTION
                                                      YEAR              MONTHS              YEAR           SEPTEMBER 14
                                                      ENDED              ENDED              ENDED             1999 TO
                                                     JUNE 30            JUNE 30           APRIL 30            JUNE 30
                                                      2002               2001               2001               2002
-------------------------------------------------------------------------------------------------------------------------

<S>                                             <C>                <C>                <C>                <C>
Expenses
     Consulting fees                            $      191,615     $        5,000     $        1,000     $      197,615
     Depreciation                                          692               -                  -                   692
     Grants                                             10,000               -                  -                10,000
     Mineral property option payments
                                                          -                  -                   666             25,666
     Office administration and sundry
                                                        79,058              2,016             10,049             95,189
     Professional fees                                 116,834                736             35,424            158,528
     Stock transfer services                            12,770               -                 1,390             14,160
                                                -------------------------------------------------------------------------
                                                       410,969              7,752             48,529            501,850

Income
     Interest                                           (2,416)              (103)            (1,960)            (4,479)
                                                -------------------------------------------------------------------------

Net Loss For The Period                                408,553              7,649             46,569     $      497,371
                                                                                                         ================

Deficit Accumulated During The
  Development Stage, Beginning
  Of Period                                             88,818             81,169             34,600
                                                -------------------------------------------------------------------------

Deficit Accumulated During The
   Development Stage, End Of
   Period                                       $      497,371     $       88,818     $       81,169
======================================================================================================


Basic And Diluted Loss Per
  Share                                         $        (0.02)    $        (0.01)    $        (0.01)
======================================================================================================


Weighted Average Number Of
  Shares Outstanding                                22,980,050          3,380,000          3,380,000
======================================================================================================
</TABLE>











                                       15
<PAGE>



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

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


----------------------------------------------------------------------------------------------------------------------------
                                                                          TWO                              INCEPTION
                                                        YEAR             MONTHS             YEAR          SEPTEMBER 14
                                                       ENDED              ENDED             ENDED            1999 TO
                                                      JUNE 30            JUNE 30          APRIL 30           JUNE 30
                                                        2002              2001              2001              2002
------------------------------------------------------------------------------------------------------------------------

<S>                                               <C>               <C>               <C>               <C>
Cash Flows From Operating Activity
     Net loss for the period                      $     (408,553)   $       (7,649)   $      (46,569)   $     (497,371)

Adjustments To Reconcile Net Loss To Net Cash
  Used By Operating Activity
     Depreciation                                            692              -                 -                  692
     (Increase) Decrease in prepaid expenses
                                                          49,262              -                 -               49,262
     Increase (Decrease) in accounts payable
       and accrued liabilities                             1,584              (453)            7,952            11,100
                                                  ----------------------------------------------------------------------
                                                        (357,015)           (8,102)          (38,617)         (436,317)
                                                  ----------------------------------------------------------------------

Cash Flows From Investing Activity
     Purchase of intangible asset                       (250,000)             -                 -             (250,000)
                                                  ----------------------------------------------------------------------

Cash Flows From Financing Activities
     Proceeds from issuance of notes
       payable                                            89,500              -                 -               89,500
     Proceeds from issuance of common stock
                                                            -                 -                 -               94,500
                                                  ----------------------------------------------------------------------
                                                          89,500              -                 -              184,000
                                                  ----------------------------------------------------------------------

(Decrease) In Cash                                      (517,515)           (8,102)          (38,617)         (531,625)

Cash, Beginning Of Period                                 15,198            23,300            61,917              -

Cash Acquired On Asset Acquisition                       516,971              -                 -              516,971
                                                  ----------------------------------------------------------------------

Cash, End Of Period                               $       14,654    $       15,198    $       23,300    $       14,654
========================================================================================================================

Supplemental Disclosure Of Non-Cash
  Financing And Investing Activities
     Stock issued for asset acquisition           $      577,874    $         -       $         -       $      577,874
========================================================================================================================

     Stock cancelled related to asset
       acquisition                                $       (6,500)   $         -       $         -       $       (6,500)
========================================================================================================================
</TABLE>






                                       16
<PAGE>



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

                        STATEMENT OF STOCKHOLDERS' EQUITY

                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)


                                                        COMMON STOCK                        DEFICIT
                                     --------------------------------------------------   ACCUMULATED
                                                                          ADDITIONAL       DURING THE
                                                                           PAID-IN        DEVELOPMENT
                                          SHARES           AMOUNT          CAPITAL           STAGE           TOTAL
                                     ----------------------------------------------------------------------------------

<S>                                      <C>           <C>              <C>             <C>             <C>
Shares issued for cash
  at $0.001 (December 1999)                1,500,000   $        1,500   $        -      $        -      $       1,500

Shares issued for cash
  at $0.01 (January 2000)                  1,500,000            1,500          13,500            -             15,000
Shares issued for cash
  at $0.10 (February 2000)                   280,000              280          27,720            -             28,000

Shares issued for cash
  at $0.50 (April 2000)                      100,000              100          49,900            -             50,000
Net loss for the period                         -                -               -            (34,600)        (34,600)
                                     ----------------------------------------------------------------------------------

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

Net loss for the period                         -                -               -             (7,649)         (7,649)
                                     ----------------------------------------------------------------------------------

Balance, June 30, 2001                     3,380,000            3,380          91,120         (88,818)          5,682

Forward stock split 3.8:1 (July
  2001)                                    9,512,300            9,512          (9,512)           -               -
Shares issued for acquisition of
  assets (July 2001)                      12,892,300           12,892         564,982            -            577,874

Shares cancelled (June 2002)             (11,250,000)         (11,250)          4,750            -             (6,500)

Net loss for the year                           -                -               -           (408,553)       (408,553)
                                     ----------------------------------------------------------------------------------

Balance, June 30, 2002                    14,534,600   $       14,534   $     651,340   $    (497,371)  $     168,503
                                     ==================================================================================
</TABLE>









                                       17
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)


1.   NATURE OF OPERATIONS
-------------------------

     a)   Organization

          The  Company  was  incorporated  in the  State of  Nevada,  U.S.A.  on
          September  14,  1999.  During the  period  ended  June 30,  2001,  the
          Company's year end was changed from April 30, 2001 to June 30, 2001.

          On July 19,  2001,  the Company  completed a forward  stock split at a
          ratio of 3.8:1  which  increased  the  issued and  outstanding  common
          shares from 3,380,000 shares to 12,892,300 shares.

          On August 8, 2001, the Company changed its name to Thinka  Weight-Loss
          Corporation.

     b)   Development Stage Activities

          Thinka   Weight-Loss   Corporation  (the  "Company")  is  currently  a
          development  stage  company  under  the  provisions  of  Statement  of
          Financial  Accounting  Standards ("SFAS") No. 7. The Company holds the
          proprietary  rights to a weight loss  product that acts as an appetite
          reducing  agent  while  providing  proper  nutritional   requirements.
          Management's  intention  is to  market  the  product  to the  mild  to
          moderately overweight individual.

          In  prior  years,  the  Company  had  been  primarily  engaged  in the
          acquisition and exploration of mining  properties,  and was classified
          as an exploration stage company.

     c)   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 $497,371 for the period from September 14, 1999
          (inception)  to June 30,  2002,  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.









                                       18
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES
------------------------------------

     The  financial  statements  of the Company have been prepared in accordance
     with  generally  accepted  accounting  principles  in the United  States of
     America.  Because a precise determination of many assets and liabilities is
     dependent upon future events, the preparation of financial statements for a
     period necessarily involves the use of estimates which have been made using
     careful judgement.

     The financial  statements  have,  in  management's  opinion,  been properly
     prepared within  reasonable  limits of materiality and within the framework
     of the significant accounting policies summarized below:

     a)   Cash and Cash Equivalents

          For purposes of the statement of cash flows, the Company considers all
          highly liquid investments  purchased with original maturities of three
          months or less to be cash equivalents.

     b)   Office Equipment

          Office  equipment is recorded at cost and amortized on a straight line
          basis over its estimated economic life of five years.

     c)   Intangible Asset

          The Company  continually  monitors its intangible  assets to determine
          whether any impairment has occurred. In making such determination with
          respect to these assets,  the Company  evaluates the performance on an
          undiscounted  cash flow basis,  of the  intangible  assets or group of
          assets,  which  gave  rise  to  an  asset's  carrying  amount.  Should
          impairment be identified,  a loss would be reported to the extent that
          the carrying  value of the related  intangible  asset exceeds the fair
          value of that intangible  asset using the discounted cash flow method.
          The Company has not amortized intangible assets as operations have not
          commenced.

















                                       19
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)
------------------------------------------------

     d)   Basic and Diluted Loss Per Share

          In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss
          per common share is computed by dividing net loss  available to common
          stockholders   by  the  weighted   average  number  of  common  shares
          outstanding.  Diluted  loss per common  share is  computed  similar to
          basic loss per common 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 June 30, 2002, the Company
          has 1,642,300 of common stock equivalents that were  anti-dilutive and
          excluded in the earnings per share computation.

     e)   Income Taxes

          The Company accounts for income taxes under SFAS No. 109 - "Accounting
          for Income  Taxes".  Under the asset and liability  method of SFAS No.
          109, deferred tax assets and liabilities are recognized for the future
          tax  consequences  attributable  to differences  between the financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their  respective tax bases.  Deferred tax assets and  liabilities are
          measured  using enacted tax rates  expected to apply to taxable income
          in the years in which those  temporary  differences are expected to be
          recovered  or settled.  Under SFAS No. 109, the effect on deferred tax
          assets  and  liabilities  of a change  in tax rates is  recognized  in
          income in the period the enactment  occurs.  A valuation  allowance is
          provided for certain deferred tax assets if it is more likely than not
          that  the  Company  will  not  realize  tax  assets   through   future
          operations.

     f)   Financial Instruments and Concentration of Risk

          Financial   instruments  that  potentially   subject  the  Company  to
          concentrations  of credit risk  consist  primarily  of cash,  accounts
          payable and accrued liabilities,  and notes payable. At June 30, 2002,
          the  fair  market  value  of  these  instruments   approximated  their
          financial  statement carrying amount due to the short-term maturity of
          these instruments.

     g)   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.






                                       20
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)
------------------------------------------------

     h)   Impairment of Long-Lived  Assets and Long-Lived  Assets to be Disposed
          of

          The  Company  reviews  long-lived  assets and  including  identifiable
          intangibles for impairment whenever events or changes in circumstances
          indicate that the carrying  amount of an asset may not be recoverable.
          Recoverability  of  assets  to be  held  and  used  is  measured  by a
          comparison of the carrying amount of an asset to future net cash flows
          expected to be generated by the asset.  If such assets are  considered
          to be impaired,  the  impairment  to be  recognized is measured by the
          amount by which the  carrying  amount of the  assets  exceed  the fair
          value of the  assets.  Assets to be  disposed  of are  reported at the
          lower of the carrying amount or fair value less costs to sell.

     i)   Recent Accounting Pronouncements

          In July 2001, the Financial Accounting Standards Board ("FASB") issued
          SFAS No. 141 - "Business  Combinations",  and SFAS No. 142 - "Goodwill
          and  Other   Intangible   Assets".   SFAS  No.  141   eliminates   the
          pooling-of-interests  method of accounting for business  combinations,
          except for qualifying business  combinations that were initiated prior
          to July 1, 2001.  Under SFAS No. 142,  goodwill  and  indefinite-lived
          intangible assets are no longer amortized,  but are reviewed annually,
          or more frequently if impairment indicators arise, for impairment. The
          Company is required to adopt SFAS No. 142 on July 1, 2002. The Company
          does not  believe the  adoption  of SFAS Nos.  141 and 142 will have a
          material effect on its financial statements.

          In August 2001,  the FASB issued SFAS No. 143 - "Accounting  for Asset
          Retirement Obligations".  SFAS No. 143 requires that the fair value of
          a liability  for an asset  retirement  obligation be recognized in the
          period in which it is incurred if a reasonable  estimate of fair value
          can be made. The associated  asset retirement costs are capitalized as
          part of the carrying amount of the long-lived  assets.  The Company is
          required  to  adopt  SFAS  No.  143 on July 1,  2002,  and it does not
          believe the  adoption  of SFAS No. 143 will have a material  effect on
          its financial statements.

          In October 2001,  the FASB issued SFAS No. 144 -  "Accounting  for the
          Impairment or Disposal of Long-Lived  Assets",  which  supersedes SFAS
          No. 121 - "Accounting for the Impairment of Long-Lived  Assets and for
          Long-Lived Assets to be Disposed of", and provides a single accounting
          model for long-lived assets to be disposed of. The Company is required
          to adopt  SFAS No. 144 on July 1, 2002,  and it does not  believe  the
          adoption of SFAS No. 144 will have a material  effect on its financial
          statements.









                                       21
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)


3.   ACQUISITION OF ASSETS
--------------------------

     On July 30,  2001,  the Company  entered  into an Asset  Purchase  and Sale
     Agreement to acquire all the assets of Six Forty-Nine Incorporated ("649"),
     a Nevada corporation, by issuing 12,892,300 common shares of the Company.

     The asset acquisition is summarized as follows:

        Current assets (including cash of $516,971)           $     568,212
        Equipment, net                                                3,162
        Intangible asset - Medslim Program                            6,500
                                                              ---------------

        Total consideration                                   $     577,874
                                                              ===============

     Since the July 30, 2001 transaction  resulted in the former shareholders of
     649 acquiring control of Thinka  Weight-Loss  Corporation  ("Thinka"),  the
     transaction, which is referred to as a "reverse take-over", was treated for
     financial reporting purposes as an acquisition by 649 of the net assets and
     liabilities  of Thinka.  649 was deemed to be the purchaser for  accounting
     purposes.   Consequently,   the  quarterly   unaudited   interim  financial
     statements  were  presented on a  consolidated  basis for the periods ended
     September 30, 2001, December 31, 2001 and March 31, 2002.

     On June 28, 2002,  the Company  entered into a stock  redemption  agreement
     with 649 to have  11,250,000  common  shares  returned  and  cancelled.  As
     consideration  for the redemption and cancellation of the 11,250,000 common
     shares,  the intangible asset comprising the "Medslim Program" was returned
     to 649.

     As a result of the June 28, 2002  transaction,  the former  shareholders of
     649 are no  longer  deemed  to have  acquired  control  of  Thinka  and the
     financial statements are now presented on a non-consolidated basis.


4.   EQUIPMENT
--------------

     A summary of equipment is as follows:

                                                        2002          2001
                                                    --------------------------

    Office equipment                                $     3,162   $       -
    Less:  Accumulated depreciation                        (692)          -
                                                    --------------------------

                                                    $     2,470   $       -
                                                    ==========================




                                       22
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)


5.   INTANGIBLE ASSET
---------------------

     On January 31, 2002, the Company  entered into an Asset Purchase  Agreement
     to  acquire  all the  rights to the  intellectual  property  known as "Carb
     Fighter". The total cash consideration paid was $250,000.

     The intangible  asset  represents  the purchase of all the license  rights,
     title, patents, and interest to certain proprietary formulas.


6.   NOTES PAYABLE
------------------

     Notes  payable are  unsecured,  due on demand and bear  interest at Bank of
     America prime rate less 2%.


7.   COMMITMENTS
----------------

     On July 31, 2001, the Company  assumed the  obligation  from Six Forty-Nine
     Incorporated  ("649") to issue up to 1,642,300 common shares of the Company
     on the exercise of 1,642,300  warrants issued by 649 with an exercise price
     of $1.00 per share, expiring December 2, 2002.

     The Company had 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.  During the year ended June 30, 2002, this agreement was
     terminated.


8.   INCOME TAXES
-----------------

     At June  30,  2002,  the  Company  has  accumulated  net  operating  losses
     totalling  $497,000  which are available to reduce taxable income in future
     taxation years. These losses expire as follows:

                             2022     $     408,000
                             2021            56,000
                             2020            33,000
                                      ---------------

                                      $     497,000
                                      ===============

     The future  income tax asset related to these losses have not been recorded
     in the  financial  statements as it is more likely than not that the assets
     will not be realized and a full valuation allowance has been made.




                                       23
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)


9.   RELATED PARTY TRANSACTIONS
-------------------------------

     During the year ended June 30, 2002,  the Company  incurred  the  following
     expenses charged by entities controlled by either  shareholders,  directors
     and officers, or by individuals in their capacity as directors or officers:

                                                      2002            2001
                                                 ------------------------------

      Consulting                                 $    118,490    $       -
      Management fees                                    -              1,500
                                                 ------------------------------

                                                 $    118,490    $      1,500
                                                 ==============================

     These  charges were  measured by the exchange  amount,  which is the amount
     agreed  upon by the  transacting  parties,  and are on term and  conditions
     similar to non-related entities.


10.  MINERAL PROPERTY INTEREST
------------------------------

     The Company held an option agreement 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 totalling $200,000 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.




















                                       24
<PAGE>
















                              ENCORE VENTURES, INC.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                                  JUNE 30, 2001
                            (Stated in U.S. Dollars)



































                                       25
<PAGE>


                                                           M O R G A N
                                                         & C O M P A N Y
                                                           CHARTERED ACCOUNTANTS

                                AUDITORS' REPORT




To the Shareholders of
Encore Ventures, Inc.
(An exploration stage company)


We have audited the balance  sheets of Encore  Ventures,  Inc.  (an  exploration
stage  company) as at June 30, 2001 and April 30, 2001,  and the  statements  of
loss and  deficit  accumulated  during  the  exploration  stage,  cash flows and
stockholders'  equity for the two month period ended June 30, 2001, for the year
ended  April 30,  2001,  and for the period  from  September  14,  1999 (date of
inception) to June 30, 2002. These financial  statements are the  responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We conducted  our audits in accordance  with United States of America  generally
accepted auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable  assurance whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the  financial  position of the Company as at June 30, 2001 and April
30,  2001,  and the  results  of its  operations,  cash  flows,  and  changes in
stockholders'  equity for the two month period ended June 30, 2001, for the year
ended  April 30,  2001,  and for the period  from  September  14,  1999 (date of
inception)  to June 30,  2002,  in  accordance  with  United  States of  America
generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As discussed in Note 1(c) to the  financial
statements,  the Company incurred a net loss of $88,818 since inception, has not
attained  profitable   operations  and  is  dependent  upon  obtaining  adequate
financing to fulfil its development activities.  These factors raise substantial
doubt that the Company will be able to continue as a going concern. Management's
plans in regard to these matters are also  discussed in Note 1(c). The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.




Vancouver, Canada                                             "Morgan & Company"

September 30, 2002                                         Chartered Accountants
Tel: (604) 687-5841           MEMBER OF            P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075            [LOGO]       Suite 1488 - 700 West Georgia Street
www.morgan-cas.com              ACPA                    Vancouver, B.C.  V7Y 1A1
                            INTERNATIONAL














                                       26
<PAGE>



<TABLE>
<CAPTION>
                              ENCORE VENTURES, INC.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)


------------------------------------------------------------------------------------------------------
                                                                       JUNE 30            APRIL 30
                                                                         2001               2001
------------------------------------------------------------------------------------------------------

ASSETS

<S>                                                                <C>                <C>
Current
     Cash                                                          $       15,198     $       23,300

Mineral Property Interest (Note 3)                                           -                  -
                                                                   -----------------------------------

                                                                   $       15,198     $       23,300
======================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                      $        9,516     $        9,969
                                                                   -----------------------------------

STOCKHOLDERS' EQUITY

Capital Stock
     Authorized:
         100,000,000 Common shares, par value $0.001 per share
     Issued and outstanding:
           3,380,000 Common shares                                          3,380              3,380

     Additional paid-in capital                                            91,120             91,120

Deficit Accumulated During The Exploration Stage                          (88,818)           (81,169)
                                                                   -----------------------------------
                                                                            5,682             13,331
                                                                   -----------------------------------

                                                                   $       15,198     $       23,300
======================================================================================================
</TABLE>





















                                       27
<PAGE>



<TABLE>
<CAPTION>
                              ENCORE VENTURES, INC.
                         (An Exploration Stage Company)

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


----------------------------------------------------------------------------------------------------------------
                                                                   TWO                             INCEPTION
                                                                 MONTHS             YEAR          SEPTEMBER 14
                                                                  ENDED            ENDED            1999 TO
                                                                 JUNE 30          APRIL 30          JUNE 30
                                                                  2001              2001              2001
----------------------------------------------------------------------------------------------------------------

<S>                                                         <C>               <C>               <C>
Expenses
     Consulting fees                                        $        5,000    $       1,000     $        6,000
     Mineral property option payments                                 -                 666             25,666
     Office administration and sundry                                2,016           10,049             16,131
     Professional fees                                                 736           35,424             41,694
     Stock transfer services                                          -               1,390              1,390
                                                            ----------------------------------------------------
                                                                     7,752           48,529             90,881

Income
     Interest                                                         (103)          (1,960)            (2,063)
                                                            ----------------------------------------------------

Net Loss For The Period                                              7,649           46,569     $       88,818
                                                                                                ================
Deficit Accumulated During The
  Exploration Stage, Beginning Of Period                            81,169           34,600
                                                            ---------------------------------
Deficit Accumulated During The
  Exploration Stage, End Of Period                          $       88,818    $      81,169
=============================================================================================

Basic and Diluted Loss Per Share                            $        (0.01)   $       (0.01)
=============================================================================================

Weighted Average Number Of Shares
  Outstanding                                                    3,380,000        3,380,000
=============================================================================================
</TABLE>




















                                       28
<PAGE>



<TABLE>
<CAPTION>
                              ENCORE VENTURES, INC.
                         (An Exploration Stage Company)

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


-------------------------------------------------------------------------------------------------
                                                    TWO                             INCEPTION
                                                  MONTHS             YEAR          SEPTEMBER 14
                                                   ENDED             ENDED           1999 TO
                                                 JUNE 30           APRIL 30          JUNE 30
                                                   2001              2001              2001
-------------------------------------------------------------------------------------------------

<S>                                          <C>               <C>               <C>
Cash Flows From Operating Activity
     Net loss for the period                 $       (7,649)   $      (46,569)   $      (88,818)

Adjustments To Reconcile Net Loss To Net
  Cash Used By Operating Activity
     Change in accounts payable                        (453)            7,952             9,516
                                             ----------------------------------------------------
                                                     (8,102)          (38,617)          (79,302)
                                             ----------------------------------------------------

Cash Flows From Financing Activity
     Share capital issued                              -                 -               94,500
                                             ----------------------------------------------------

Increase (Decrease) In Cash                          (8,102)          (38,617)           15,198

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

Cash, End Of Period                          $       15,198    $       23,300    $       15,198
=================================================================================================
</TABLE>




























                                       29
<PAGE>



<TABLE>
<CAPTION>
                              ENCORE VENTURES, INC.
                         (An Exploration Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                                  JUNE 30, 2001
                            (Stated in U.S. Dollars)


                                             COMMON STOCK                       DEFICIT
                            ----------------------------------------------    ACCUMULATED
                                                               ADDITIONAL      DURING THE
                                                                PAID-IN       DEVELOPMENT
                                 SHARES          AMOUNT         CAPITAL          STAGE           TOTAL
                            --------------------------------------------------------------------------------

<S>                              <C>          <C>           <C>             <C>               <C>
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)
                            --------------------------------------------------------------------------------

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

Net loss for the period               -              -               -              (7,649)         (7,649)
                            --------------------------------------------------------------------------------

Balance, June 30, 2001           3,380,000    $     3,380   $      91,120   $      (88,818)   $      5,682
                            ================================================================================
</TABLE>





















                                       30
<PAGE>



                              ENCORE VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                            (Stated in U.S. Dollars)


1.   NATURE OF OPERATIONS
-------------------------

     a)   Organization

          The  Company  was  incorporated  in the  State of  Nevada,  U.S.A.  on
          September  14, 1999.  During the period,  the  Company's  year end was
          changed from April 30, 2001 to June 30, 2001.

     b)   Exploration Stage Activities

          The Company has been in the exploration  stage since its formation and
          has not yet realized any revenues from its planned  operations.  It is
          primarily  engaged  in  the  acquisition  and  exploration  of  mining
          properties. Upon location of a commercial minable reserve, the Company
          expects to actively  prepare the site for its  extraction  and enter a
          development stage.

     c)   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 $88,818 for the period from  September 14, 1999
          (inception)  to June 30,  2001,  and has no sales.  The  future of the
          Company is  dependent  upon its ability to obtain  financing  and upon
          future  profitable  operations  from the  development  of its  mineral
          properties.  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.

     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:









                                       31
<PAGE>



                              ENCORE VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                            (Stated in U.S. Dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)
------------------------------------------------

     a)   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.

     b)   Income Taxes

          The Company has adopted  Statement of Financial  Accounting  Standards
          No. 109 -  "Accounting  for Income  Taxes" (SFAS 109).  This  standard
          requires  the use of an asset and  liability  approach  for  financial
          accounting  and reporting on income  taxes.  If it is more likely than
          not that some  portion  or all of a  deferred  tax  asset  will not be
          realized, a valuation allowance is recognized.

     c)   Financial Instruments

          The  Company's  financial  instruments  consist  of cash and  accounts
          payable.

          Unless otherwise  noted, it is management's  opinion that this Company
          is not exposed to  significant  interest or credit risks  arising from
          these  financial  instruments.  The  fair  value  of  these  financial
          instruments approximate their carrying values, unless otherwise noted.

     d)   Use of Estimates

          The  preparation  of  the  financial  statements  in  conformity  with
          generally accepted  accounting  principles requires management to make
          estimates and assumptions  that affect the reported  amounts of assets
          and  liabilities  at the  date of the  financial  statements,  and the
          reported amounts of revenues and expenses during the reporting period.
          By  their  nature,   these   estimates  are  subject  to   measurement
          uncertainty,  and the effect on the financial statements of changes in
          such estimates in future periods could be significant.

     e)   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.









                                       32
<PAGE>



                              ENCORE VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                            (Stated in U.S. Dollars)


3.   MINERAL PROPERTY INTEREST
------------------------------

     The  Company  holds an option  agreement  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 totalling $200,000 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.


4.   COMMITMENT
---------------

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


5.   SUBSEQUENT EVENTS
----------------------

     On July 19, 2001, the Company completed a forward stock split at a ratio of
     3.8:1  which  increased  the  issued and  outstanding  common  shares  from
     3,380,000 shares to 12,892,300 shares.

     On July 30, 2001, Encore Ventures,  Inc.  ("Encore")  entered into an Asset
     Purchase  and  Sale  Agreement  with  Six  Forty-Nine   Incorporated  ("Six
     Forty-Nine")  and acquired 100% of the assets of Six  Forty-Nine by issuing
     12,892,300  common  shares.  On June 28, 2002,  the Company  entered into a
     stock  redemption  agreement with Six Forty-Nine to have 11,250,000  common
     shares  returned and  cancelled.  As  consideration  for the redemption and
     cancellation of the 11,250,000  common stock, the Company  relinquished its
     interest in an intangible asset known as the "Medslim Program".

     On August 8,  2001,  the  Company  changed  its name to Thinka  Weight-Loss
     Corporation.















                                       33
<PAGE>




ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

The Company has had no disagreements  with its certified public accountants with
respect to accounting practices or procedures of financial disclosure.


ITEM 9.  DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS,  AND CONTROL  PERSONS;
--------------------------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
         -------------------------------------------------

The  following  table  sets forth as of October  7,  2001,  the name,  age,  and
position of each executive officer and director.

Name                   Age                Position
------------------------------------------------------------------------
Stacey Lauridia        33                 President and Director

Dr. Louis Scarrone     79                 Chairman of the Board of
                                          Directors

George Lois            71                 Vice Chairman of the Board of
                                          Directors

Kathy Whyte            45                 Secretary, Treasurer and
                                          Director

Stacey  Lauridia.  Ms. Lauridia has been our President and a member of our Board
of Directors since July 2001. Ms. Lauridia manages all aspects of our operations
and currently  devotes  approximately  40 hours per week to our business.  Since
2000,  Ms.  Lauridia has served as a consultant to several  corporations  in the
nutritional and  communications  sectors,  and has experience in the nutritional
supplement field. She consulted with Visual Interactive Phone Concepts,  Inc. in
marketing and corporate  development and helped secure the prototype screenphone
device for that company;  she also assisted in planning  marketing  strategy and
located the  company's  first  licensing  client.  She also  consulted  for Hand
Trade.com  and  secured an  exclusive  licensing  contract  for that  company to
utilize  certain  wireless   patented   technology,   while  also  assisting  in
formulating the company's marketing strategy for its hand-held palm product. She
also served as a  consultant  to Medslim,  where she  assisted  Dr.  Scarrone in
researching  and developing  nutritional  products and acted as a liason between
Medslim and Garden State Nutritionals,  a division of Vitaquest International of
New Jersey, which further developed Dr. Scarrone's  nutritional  products.  From
1999 to 2000, Ms. Lauridia performed corporate  development  services for Visual
Interactive Phone Concepts,  Inc. From 1996 to 1998, Ms. Lauridia was a research
assistant for the Psycho-Physiology Laboratory at State University of New York -
Stony Brook, where she received awards for her independent  research.  From 1993
to 1995, she was Marketing  Director for Ultra Herbal Power Slim,  Inc. While an
executive at DynaTech  Nutritionals  (from 1993 to 1995), Ms. Lauridia worked on
the creation of a formula for that company's first successful product, the Ultra
Herbal Power Slim Weight Loss product;  she also set up a marketing  program for
that  product and engaged the  services  of a major  celebrity  endorser,  Rocky
Aioki,  the founder of the Benihana  restaurant  chain.  Ms. Lauridia earned her
Bachelor's  Degree in Psychology  from the State  University of New York - Stony
Brook in 1998.  Ms.  Lauridia  has not been a  director  of any other  reporting
company.

Dr. Louis  Scarrone.  Dr.  Scarrone has been  Chairman of our Board of Directors
since July 2001. Dr. Scarrone earned his Doctorate in Medicine from Yale Medical
School in 1948, and his Bachelor of Science  Degree from Wesleyan  University in
1945.  Dr.  Scarrone  is the  creator of the Thinka  Weight  Loss System and has
researched diet products and appetite control through diet modification for over
30 years.  Dr.  Scarrone  was the  co-creator  of the Atkins Diet along with Dr.
Robert C. Atkins. Dr. Scarrone graduated from Yale University School of Medicine
and served his  internship  at Bellevue  Hospital in New York and  residency  at
Columbia University  Research Service,  Goldwater Memorial Hospital in New York.
His medical research  started when he received a Research  Fellowship Award from
the American Heart  Association.  His work has been published in the prestigious
New England  Journal of  Medicine.  Dr.  Scarrone has not been a director of any
other reporting company.

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<PAGE>




George Lois.  Mr. Lois has been Vice  Chairman of our Board of  Directors  since
July 2001. Mr. Lois has been in the  advertising  industry for many years.  From
1979 to 1999,  Mr. Lois was the director and founder of Lois USA, a full-service
advertising agency with offices in New York, Chicago,  Houston, and Los Angeles,
serving these industries:  automotive,  business-to-business,  consumer products
and   services,    financial   services,    healthcare,    high-tech,    retail,
telecommunications,  and  travel  and  hospitality.  From  1968 to 1978,  he was
President  and  Creative  Director  of Lois Howard  Callaway,  and a Partner and
Creative  Director  at Papert,  Koenig  Lois from 1960 to 1967.  Mr. Lois is the
youngest  inductee into the Art Directors Hall of Fame,  and provided  marketing
services to: Tommy Hilfiger,  USA Today,  ESPN, MTV and Lean Cuisine,  to name a
few. Mr. Lois is the author of books on  advertising  and the use of mass media.
Mr. Lois has not been a director of any other reporting company.

Kathy Whyte.  Ms. Whyte has been our  Secretary,  Treasurer  and a member of our
Board of  Directors  since July 2001.  From 1998 to the  present,  Ms. Whyte has
worked in the corporate  administrative  field for various companies.  Ms. Whyte
has attended various educational  institutions,  in both England and Canada. She
has also attended legal secretary courses at various institutions.  From 1977 to
1996,  Ms.  Whyte  worked  as a legal  secretary  for the  following  companies:
Pattinson & Brewer in England; Cowan, Lipson & Rumney in England; Tupper & Adams
in Canada;  Legal Freelance Centre in Canada;  Ferguson Gifford in Canada; Jones
McCloy Peterson in Canada; and Coglon Wizinsky Dadson & Co. in Canada.

There is no family relationship between any of our officers or directors.  There
are  no  orders,   judgments,   or  decrees  of  any   governmental   agency  or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license,  permit or other  authority  to engage in the  securities
business or in the sale of a particular  security or  temporarily or permanently
restraining  any of our officers or directors from engaging in or continuing any
conduct,  practice or  employment  in  connection  with the  purchase or sale of
securities,  or convicting such person of any felony or misdemeanor  involving a
security, or any aspect of the securities business or of theft or of any felony.
Nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.

Each  director  of the  Company  serves  for a term  of one  year or  until  his
successor  is elected  at the  Company's  annual  shareholders'  meeting  and is
qualified,  subject to  removal  by the  Company's  shareholders.  Each  officer
serves,  at the pleasure of the board of  directors,  for a term of one year and
until his  successor is elected at the annual  meeting of the board of directors
and is qualified.

Compliance with Section 16(a) of the Exchange Act

Directors  and  executive  officers are required to comply with Section 16(a) of
the Securities  Exchange Act of 1934, which requires generally that such persons
file  reports  regarding  ownership of and  transactions  in  securities  of the
Company on Forms 3, 4, and 5. A Form 3 is an initial  statement  of ownership of
securities,  which is to be filed by the officers and directors owning shares in
the Company within 10 days after the effective  date of the Company's  filing on
Form 10-SB. Form 4 is to report changes in beneficial ownership and is due on or
before the tenth day of the month  following  any month in which they  engage in
any transaction in the Company's common stock. Form 5 covers annual statement of
changes in beneficial  ownership  which is due 90 days after the fiscal year end
of the Company.

Based solely on a review of Forms 3 and 4 and  amendments  thereto  furnished to
the  Company  during its most recent  fiscal  year,  and Forms 5 and  amendments
thereto furnished to the Company with respect to the most recent fiscal year, it
appears all Forms 3, 4 and 5 were not timely filed.

Specifically,  several  Section 16  reports,  including  those on Forms 3 and 4,
should have been filed in July 2001 in  connection  with the 649 asset  purchase
transaction.  Additionally,  Section  16  reports  should  have been  filed with
respect to the June 2002 redemption of 11,250,000 of our common shares.





                                       35
<PAGE>




ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

The following sets forth certain information as to our highest paid officers and
directors  for our two most recent fiscal years ended June 30, 2002 and 2001. No
other compensation was paid to any such officer or directors other than the cash
compensation set forth below.

From July 2001 to March 2002, Stacey Lauridia, our President and Director, Louis
Scarrone,  our Chairman,  and Clifford  Perlman,  a former  Director,  were paid
$5,000  per month each as a  consulting  fee.  From July 2001 to  January  2002,
Charles Stein, a former Director, was paid $5,000 per month each as a consulting
fee. From July 2001 to the present,  Kathy Whyte,  our Secretary,  Treasurer and
Director, has been paid $5,000 per month as a consulting fee.

Any compensation received by our officers,  directors,  and management personnel
will be determined  from time to time by our Board of  Directors.  Our officers,
directors,  and management  personnel  will be reimbursed for any  out-of-pocket
expenses incurred on our behalf.

Compensation of Directors. Our Directors,  save and except for Kathy Whyte, have
not  received  compensation  in any form since  March 2002 and will not  receive
future compensation until we are generating sufficient revenues to first pay our
operating expenses.

Employment  Contracts.  We anticipate  entering into an employment contract with
Kathy Whyte.

Stock  Option  Plan.  We  anticipate  that we will  adopt a stock  option  plan,
pursuant to which  shares of our common  stock will be reserved  for issuance to
satisfy  the  exercise  of  options.  The stock  option plan will be designed to
retain qualified and competent officers,  employees, and directors. Our Board of
Directors,  or a committee  thereof,  shall administer the stock option plan and
will be  authorized,  in its  sole and  absolute  discretion,  to grant  options
thereunder  to all of our eligible  employees,  including  officers,  and to our
directors,  whether or not those directors are also our employees.  Options will
be granted  pursuant to the  provisions  of the stock option plan on such terms,
subject to such conditions and at such exercise prices as shall be determined by
our Board of Directors.  Options granted pursuant to the stock option plan shall
not be exercisable after the expiration of ten years from the date of grant.

Employment  Contracts  and  Termination  of  Employment  and  Change in  Control
Arrangement

In the past  three  years no  executive  officer  has  received  any  amounts in
connection  with  an  executive  officer's  resignation,  retirement,  or  other
termination.  No executive  officer received any amounts in the last three years
in  connection  with a change  in  control  of the  Company  of a change  in the
executive officer's responsibilities after a change in control.

There  are no  compensatory  plans or  arrangements,  including  payments  to be
received from the Company, with respect to any person named in Cash Compensation
set out above  which  would in any way  result in  payments  to any such  person
because of his resignation,  retirement,  or other  termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company,  or a change in the  person's  responsibilities  following  a change in
control of the Company.










                                       36
<PAGE>




ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

The following  table sets forth  certain  information  regarding the  beneficial
ownership of our common stock as of June 30, 2002 by each person or entity known
by us to be the beneficial  owner of more than 5% of the  outstanding  shares of
common stock, each of our directors and named executive officers, and all of our
directors and executive officers as a group.

BENEFICIAL OWNERS OF OVER 5% OF OUR COMMON STOCK
------------------------------------------------

<TABLE>
<CAPTION>
Title of Class   Name and Address of Beneficial    Amount and Nature of    Percent of Class
                             Owner                 Beneficial Owner
--------------   ------------------------------    --------------------    ----------------

<S>              <C>                               <C>                         <C>
Common Stock     Farline Ventures                  5,721,435 Shares (1)        39.36%

(1)  Farline  Ventures  is  controlled  by Mr.  Iny,  our former  President  and
Director.
</TABLE>

DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------

<TABLE>
<CAPTION>
Title of Class   Name and Address of Beneficial    Amount and Nature of    Percent of Class
                             Owner                 Beneficial Owner
--------------   ------------------------------    --------------------    ----------------

<S>              <C>                               <C>                         <C>
Common Stock     Kathy Whyte                       0 Shares                        0%
                   Secretary, Treasurer
                   and Director (1)

Common Stock     George Lois                       0 Shares                        0%
                   Vice Chairman of the
                   Board of Directors (1)

Common Stock     Stacey Lauridia, President        0 Shares                        0%
                   and a Director (1)

Common Stock     Dr. Louis Scarrone,               0 Shares                        0%
                   Chairman of the Board of
                   Directors (1)

Common Stock     All directors and named           0 Shares                        0%
                   executive officers as a
                   group

(1) Address c/o Thinka Weight-Loss Corporation,  3675 Pecos-McLeod,  Suite 1400,
Las Vegas, Nevada 89121.
</TABLE>

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to  securities.  In accordance  with  Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock  options or warrants  which are currently  exercisable  or which become
exercisable  within  60 days of the date of the table  are  deemed  beneficially
owned by the optionees.  Subject to community  property laws, where  applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock  indicated as  beneficially
owned by them.

Our directors, officers and principals,  greater than 5% security holders, taken
as a group, together with their affiliates,  beneficially own, in the aggregate,
approximately  39.36% our outstanding shares of common stock.  Certain principal
security  holders were our directors or executive  officers.  Such  concentrated
control of the company may adversely affect the price of our common stock.  This

                                       37
<PAGE>




security  holder  may  also be  able to  exert  significant  influence,  or even
control,  matters  requiring  approval by our security  holders,  including  the
election of directors. In addition,  certain provisions of Nevada law could have
the effect of making it more  difficult or more  expensive  for a third party to
acquire, or of discouraging a third party from attempting to acquire, control of
us.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

Conflicts  Related to Other  Business  Activities.  The  persons  serving as our
officers and directors have existing  responsibilities  and, in the future,  may
have additional  responsibilities,  to provide  management and services to other
entities in addition to us. As a result,  conflicts  of interest  between us and
the other entities may occur from time to time.

We will  attempt to resolve any such  conflicts  of  interest in our favor.  Our
officers  and  directors  are   accountable  to  us  and  our   shareholders  as
fiduciaries, which requires that such officers and directors exercise good faith
and integrity in handling our affairs.  A  shareholder  may be able to institute
legal  action  on our  behalf or on  behalf  of that  shareholder  and all other
similarly situated  shareholders to recover damages or for other relief in cases
of the resolution of conflicts in any manner prejudicial to us.

Related  Party  Transactions.  Pursuant  to  an  Asset  Purchase  Agreement,  we
purchased all the assets of Six Forty-Nine  Incorporated,  a Nevada  corporation
("649"),  in exchange for 12,892,300  shares of our common stock. At the time we
purchased all the assets of 649

     o    Stacey Lauridia, our President, was a shareholder of 649;
     o    Dr.  Louis  Scarrone,  Chairman  of our  Board of  Directors,  was the
          President,  a member of the Board of Directors  and a  shareholder  of
          649;
     o    Kathy Whyte,  our  Secretary,  Treasurer  and a member of our Board of
          Directors,  was the Secretary,  Treasurer and a member of the Board of
          Directors of 649
          and
     o    Clifford  Perlman,  a former  member of our Board of  Directors  was a
          shareholder of 649

In June 2002 we  redeemed  11,250,000  of our  shares  previously  issued to 649
shareholders  in exchange  for our  delivery  back to 649 of our interest in the
Medslim Program.

During the year ended June 30, 2002, we incurred consulting expenses of $118,490
charged by various  entities  controlled by either  shareholders,  directors and
officers, or by individuals in performing work for and on behalf of us.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

(a)  Reports on Form 8-K.

On August 23,  2002,  we filed a report on Form 8-K related to the June 28, 2002
stock  redemption  of  11,250,000  shares of our common  stock  issued to 649 in
exchange  for our delivery  back to 649 of our interest in the Medslim  Program.
This report is incorporated herein by this reference.

(b)  Exhibits.


3.1    Articles of Incorporation (Charter Document)*

3.2    Bylaws*

10.1   Asset Purchase Agreement between Us and Six Forty-Nine Incorporated**


                                       38
<PAGE>




10.2   Asset Purchase Agreement between Us and One World Networks Integrated
       Technologies, Inc.***

10.3   Stock Redemption Agreement between Us and Six Forty- Nine
       Incorporated.****

10.4   Share Purchase Agreement between Us, Transworld Benefits Inc. and its
       Shareholders.*****

10.5   Agreement among Flax-Flex Fabricators, Ltd., Ron Robertson, Farline
       Venture Corporation and William Iny.*****

10.6   Royalty Agreement with Windmill Health Products.

10.7   Assumption Agreement between Us and Six Forty Nine Incorporated.

*     Included as Exhibits to our registration statement on SB-2 filed with the
      Securities and Exchange Commission on July 17, 2000.

**    Included as an attachment to our Form 8-K filed with the Securities and
      Exchange Commission on July 31, 2001.

***   Included as an attachment to our Form 8-K filed with the Securities and
      Exchange Commission on March 25, 2002.

****  Included as an attachment to our Form 8-K filed with the Securities and
      Exchange Commission on August 23, 2002.

***** Included as an attachment to our Form 8-K filed with the Secruities and
      Exchange Commission on October 15, 2002.
































                                       39
<PAGE>




SIGNATURES
----------

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report  has been  signed  below by  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

THINKA WEIGHT-LOSS CORPORATION

Date: October 11, 2002
                                               /s/ Stacey Lauridia
                                               ---------------------------------
                                               Stacey Lauridia,
                                               President and Director

Date: October 11, 2002
                                               /s/ Stacey Lauridia
                                               ---------------------------------
                                               Kathy Whyte,
                                               Secretary, Treasurer and Director









































                                       40