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


                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Event Requiring Report: December 6, 2001

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

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

3110 East Sunset Road, Suite H1, Las Vegas, Nevada 89120
--------------------------------------------------------
(Address of principal executive offices)


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


                                 Not applicable
                                 --------------
          (Former name or former address, if changed since last report)



                              Thomas E. Stepp, Jr.
                                 Stepp Law Group
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                                 (949) 660-9700
                            Facsimile: (949) 660-9010

                                   Page 1 of 3












                                        1


<PAGE>



ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

See disclosure in Item 8 below.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

See disclosure in Item 8 below.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP

Not Applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 5.   OTHER EVENTS

Not Applicable.

ITEM 6.   RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

Not Applicable.

ITEM 7.   FINANCIAL STATEMENTS

Not Applicable.

ITEM 8.   CHANGE IN FISCAL YEAR

Reverse Take-Over

Effective July 30, 2001, Thinka Weight-Loss Corporation ("Thinka") acquired 100%
of the  assets of Six  Forty-Nine  Incorporated  ("Six  Forty-Nine")  by issuing
12,892,300  common  shares.   Since  the  transaction  resulted  in  the  former
shareholders of Six Forty-Nine  acquiring  control of Thinka,  the  transaction,
which is referred to as a "reverse  take-over",  has been treated for accounting
purposes as an acquisition  by Six Forty-Nine of the net assets and  liabilities
of Thinka.  Under this proposed method of accounting,  the results of operations
of Thinka are included in the consolidated  financial  statements from and after
July 30, 2001. Thinka has now adopted a June 30th fiscal year-end.


ITEM 9.   REGULATION FD DISCLOSURE

Not Applicable.











                                        2


<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this Form 8-K to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                 THINKA WEIGHT-LOSS CORPORATION

                                 By:
Date: December 15, 2001          /s/ Kathy Whyte
                                 ----------------
                                 Kathy Whyte
                                 Secretary, Treasurer & Director







































                                        3
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{"company-data": {"conformed-name": "THINKA WEIGHT LOSS CORP", "cik": "0001107445", "assigned-sic": "1400", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-41590", "film-number": "1820090"}, "business-address": {"street1": "3110 EAST SUNSET ROAD, SUITE H1", "city": "LAS VEGAS", "state": "NV", "phone": "(800) 297-4450"}, "mail-address": {"street1": "3110 EAST SUNSET ROAD, SUITE H1", "city": "LAS VEGAS", "state": "NV", "zip": "89120"}, "former-company": {"former-conformed-name": "ENCORE VENTURES INC", "date-changed": "20000222"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Event Requiring Report: December 6, 2001

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

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

3110 East Sunset Road, Suite H1, Las Vegas, Nevada 89120
--------------------------------------------------------
(Address of principal executive offices)

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

                                 Not applicable
                                 --------------
          (Former name or former address, if changed since last report)

                              Thomas E. Stepp, Jr.
                                 Stepp Law Group
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                                 (949) 660-9700
                            Facsimile: (949) 660-9010

                                   Page 1 of 3

                                        1
ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

See disclosure in Item 8 below.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

See disclosure in Item 8 below.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP

Not Applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 5.   OTHER EVENTS

Not Applicable.

ITEM 6.   RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

Not Applicable.

ITEM 7.   FINANCIAL STATEMENTS

Not Applicable.

ITEM 8.   CHANGE IN FISCAL YEAR

Reverse Take-Over

Effective July 30, 2001, Thinka Weight-Loss Corporation ("Thinka") acquired 100%
of the  assets of Six  Forty-Nine  Incorporated  ("Six  Forty-Nine")  by issuing
12,892,300  common  shares.   Since  the  transaction  resulted  in  the  former
shareholders of Six Forty-Nine  acquiring  control of Thinka,  the  transaction,
which is referred to as a "reverse  take-over",  has been treated for accounting
purposes as an acquisition  by Six Forty-Nine of the net assets and  liabilities
of Thinka.  Under this proposed method of accounting,  the results of operations
of Thinka are included in the consolidated  financial  statements from and after
July 30, 2001. Thinka has now adopted a June 30th fiscal year-end.

ITEM 9.   REGULATION FD DISCLOSURE

Not Applicable.

                                        2
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this Form 8-K to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                 THINKA WEIGHT-LOSS CORPORATION

                                 By:
Date: December 15, 2001          /s/ Kathy Whyte
                                 ----------------
                                 Kathy Whyte
                                 Secretary, Treasurer & Director

                                        3