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 24, 2001

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

       Nevada                         000-32673                   98-0218912
       ------                         ---------                   ----------
(State of Incorporation)            (Commission                  (IRS Employer
                                    File Number)               Identification #)


            3110 East Sunset Road, Suite H1, Las Vegas, Nevada 89120
        ----------------------------------------------------------------
                    (Address of Principal Executive Offices)

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

                        --------------------------------
          (Former name or former address, if changed since last report)

























<PAGE>




ITEM 1.     CHANGES IN CONTROL OF REGISTRANT

Not applicable.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS

Not applicable.

ITEM 3.     BANKRUPTCY OR RECEIVERSHIP

Not applicable.

ITEM 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 5.     OTHER EVENTS

On  December  24,  2001,  at a special  meeting of  shareholders  which was duly
noticed and at which a quorum was present,  and  pursuant to a majority  vote of
the  shareholders,  the  following  persons  were  removed as  directors  of the
Company:

     o    Daniel Melnick

     o    Charles H. Stein

     o    Clifford Perlman

Also on December 24, 2001, the remaining directors  unanimously voted to approve
a resolution removing Charles H. Stein as Chief Executive Officer and appointing
Stacey Lauridia as Chief Executive Officer of the Company.

ITEM 6.     RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

Please see Item 5 above regarding the removal of certain directors and executive
officers and the appointment of a new Chief Executive Officer.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

None of the removed  directors  identified in Item 5 above  provided the Company
with any  letter or  statement  regarding  their  removal,  nor did any  removed
director inform the Company that he desired to provide the Company with any such
letter or statement.

ITEM 8.     CHANGE IN FISCAL YEAR

Not applicable.





<PAGE>




ITEM 9.     REGULATION FD DISCLOSURE

Not applicable.


                                   SIGNATURES

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

                                       THINKA WEIGHT-LOSS CORPORATION

                                       By:
Date: January 9, 2002                  /s/ Kathy Whyte
                                       Kathy Whyte
                                       Secretary, Treasurer & Director
[{"type": "8-K", "sequence": "1", "filename": "thinka8k122401.txt", "description": "THINKA WEIGHT LOSS 8K, 12.24.01", "secsgml_size_bytes": 3484}]
{"company-data": {"conformed-name": "THINKA WEIGHT LOSS CORP", "cik": "0001107445", "assigned-sic": "1400", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-41590", "film-number": "2507042"}, "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 24, 2001

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

       Nevada                         000-32673                   98-0218912
       ------                         ---------                   ----------
(State of Incorporation)            (Commission                  (IRS Employer
                                    File Number)               Identification #)

            3110 East Sunset Road, Suite H1, Las Vegas, Nevada 89120
        ----------------------------------------------------------------
                    (Address of Principal Executive Offices)

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

                        --------------------------------
          (Former name or former address, if changed since last report)
ITEM 1.     CHANGES IN CONTROL OF REGISTRANT

Not applicable.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS

Not applicable.

ITEM 3.     BANKRUPTCY OR RECEIVERSHIP

Not applicable.

ITEM 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 5.     OTHER EVENTS

On  December  24,  2001,  at a special  meeting of  shareholders  which was duly
noticed and at which a quorum was present,  and  pursuant to a majority  vote of
the  shareholders,  the  following  persons  were  removed as  directors  of the
Company:

     o    Daniel Melnick

     o    Charles H. Stein

     o    Clifford Perlman

Also on December 24, 2001, the remaining directors  unanimously voted to approve
a resolution removing Charles H. Stein as Chief Executive Officer and appointing
Stacey Lauridia as Chief Executive Officer of the Company.

ITEM 6.     RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

Please see Item 5 above regarding the removal of certain directors and executive
officers and the appointment of a new Chief Executive Officer.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

None of the removed  directors  identified in Item 5 above  provided the Company
with any  letter or  statement  regarding  their  removal,  nor did any  removed
director inform the Company that he desired to provide the Company with any such
letter or statement.

ITEM 8.     CHANGE IN FISCAL YEAR

Not applicable.
ITEM 9.     REGULATION FD DISCLOSURE

Not applicable.

                                   SIGNATURES

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

                                       THINKA WEIGHT-LOSS CORPORATION

                                       By:
Date: January 9, 2002                  /s/ Kathy Whyte
                                       Kathy Whyte
                                       Secretary, Treasurer & Director