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

                                   FORM 10-KSB

(Mark One)
     [X] Annual report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 (Fee required) for the fiscal year ended August 31, 1997.

     [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange
Act  of  1934  (No  fee   required)  for  the   transition   period  from  to  .
-------------------------- -------------------------

         Commission file number: 0-9476

                             FLEXWEIGHT CORPORATION
                 (Name of Small Business Issuer in Its Charter)

          Kansas                                       48-0680109
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization)                    Identification No.)

                  2133 East 9400 South, #151 Sandy, Utah 84093
               (Address of Principal Executive Offices) (Zip Code)

                                 (801) 944-0701
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:
                                                       Name of each Exchange
         Title of Each Class                             on Which Registered
                  None                                         N/A

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.10 par value
                                (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.

                                            Yes ____ No XX

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B not contained in this form,  and no  disclosure  will be
contained,  to the  best of  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. [X]


     The issuer's total revenues for the year ended August 31, 1997, were $-0-.

     The number of shares  outstanding  of the  issuer's  common stock ($.10 par
value), as of December 30, 1997 was 4,958,078.

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required  to be filed by Section 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                                YES ______ NO XX
<PAGE>
                                TABLE OF CONTENTS

                                                                           Page
                                     PART I


Item 1.       Description of Business.........................................1

Item 2.       Description of Property.........................................2

Item 3.       Legal Proceedings...............................................3

Item 4.       Submission of Matters to a Vote of Security-Holders.............3


                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters....... 4

Item 6.       Management's Discussion and Analysis or Plan of Operation...... 4

Item 7.       Financial Statements........................................... 5

Item 8.       Changes in and Disagreements With Accountants on Accounting and
              Financial Disclosure............................................6

                                    PART III

Item 9.       Directors and Executive officers............................... 6

Item 10.      Executive Compensation......................................... 7

Item 11.      Security Ownership of Certain Beneficial Owners Management..... 8

Item 12.      Certain Relationships and Transactions......................... 8

Item 13.      Exhibits, List and Reports on Form 8-K......................... 9

              Signatures       .............................................  10

<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business Development

         Flexweight  Corporation  (the  "Company") was  originally  incorporated
under the name Flexweight Drillpipe Company in 1958. From 1958 to late 1961, the
Company  acted as a distributor  of oil field  equipment,  representing  several
manufacturers.  In 1961,  the Company  commenced the  manufacture of double-wall
drill pipes under its own name through patent rights acquired for the Flexweight
system. These patents expired in 1987.

         The Company had been  primarily  in the business of  manufacturing  and
marketing  Flexweight pipe, a double-wall flexible weight pipe used in oil field
drilling,  and  couplings,  devices  which  join  lengths  of pipe in a pipeline
system.  These  products were  manufactured  and sold under the name  Flexweight
Double-Wall  Drill  Pipe and  Flexweight  Perma  Couplings,  respectively.  Each
product was subject to patent  rights of the Company.  These  patents have since
expired. The Company also provided tool joint welding services, machine shop and
custom  repair work  including  rebuilding  drilling  rigs and their  components
principally in the State of Kansas.

         On August 27, 1980, the Company completed an S-1 offering, resulting in
a public  sale of  1,100,000  shares of common  stock at $1.00  per  share.  The
Company retained  $941,665.00 after offering expenses.  A new plant building and
offices were  completed  in 1980 and leased to the Company.  During these years,
the oil field supply  business was expanding;  however,  in March 1982, the slow
down of drilling activity commenced,  with active rig count in the United States
dropping from  approximately  4,530 to a low of 950 by 1985. In Kansas,  the rig
count  dropped  to  around  35 from a high of over  250.  In 1982,  the  Company
experienced  its first loss after  eight  years of  increasing  profits  and the
losses continued to increase through 1984 due to the drastically  reduced demand
for its manufactured products and services.

         Products were sold below cost to reduce inventory and generate funds in
an attempt to sustain  operations  and in hopes of a turnaround  in the drilling
industry.  This  turnaround  did not occur,  and on March 11, 1985,  the Company
filed for  protection  in the U.S.  Bankruptcy  Court for the District of Kansas
while formulating a reorganization  plan. The secured  creditors,  namely banks,
demanded complete liquidation,  sales of inventory,  machines,  tools and office
furniture.  The sale was held on June 12, 1986. The secured  creditors agreed to
cancel all debt not satisfied by the proceeds  distribution  of the  liquidation
sale resulting in a $1,721,483.00 reduction of secured indebtedness.

         Certain officers and directors of the Company purchased machines, tools
and  inventory  in the  liquidation  sale with plans to lease such assets to the
Company  and  then  later   exchange  the  assets  for  stock  if  the  plan  of
reorganization  were  to be  approved  by  the  courts.  All  transactions  were
disclosed in the  disclosure  statement and  reorganization  plan as recorded on
June 26, 1987. The plan of  reorganization  was approved by the Bankruptcy Court
on February 16, 1988,  almost 3 years from the date of filing Chapter 11. An 8-K
was filed in April 1989 with the  Securities  and Exchange  Commission (" SEC"),
including all court  documents,  the August 31, 1988 unaudited  financials and a
letter to shareholders.

         Following  the  court's  approval  of the plan of  reorganization,  the
equipment, tools and inventory were exchanged for shares of the Company's Common
Stock,  par value $0.10 ("Common  Stock").  The amount of Common Stock exchanged
for debt by  unsecured  creditors  as  disclosed  in the  bankruptcy  disclosure
statements totaled 1,781,000 shares. The additional issuance of shares increased
the  Company's  total shares  outstanding  to 3,901,962  shares  outstanding  as
compared to the 2,120,962 shares outstanding prior to Chapter 11 filing.

         Following the approval of the plan, the Company's then  president,  Mr.
George  Pace,  continued  to operate the Company on a limited  basis with two to
three  other  employees.   The  expected  drilling  industry  recovery  did  not
materialize and there were indications that the recovery would not transpire for
several more years,  if ever.  The Company began to  investigate  other types of
businesses  including the manufacture of a cooker fueled by the  incineration of
ordinary  newspaper.  However,  these  efforts  failed to produce a  significant
amount of revenue which could be used to decrease the Company's indebtedness.
<PAGE>

         The Company began  operating  with one full-time  employee and actively
pursued work orders with limited success.  Unfortunately,  the drilling industry
never resurfaced,  and as time progressed, the Company accrued debt and incurred
further expenses for maintenance and repair.

         Finally,  on April 8,  1994,  the  Company's  president,  George  Pace,
resigned  and on November  15, 1994,  Luann Pace was elected  president  for the
purpose  of  proceeding  with  the  liquidation  and sale of the  machinery  and
equipment of the Company.  The authority  granted to the president also included
authority to contact and negotiate an auction  contract with an auction  company
with the contract to be approved by the president  and the  secretary-treasurer.
Soon  thereafter,  the Company  began  liquidating  assets in an attempt to meet
expenses  necessary to sustain the corporation.  After liquidation of all assets
of the corporation,  Luann Pace resigned as the Company's  President on December
4, 1995.  Gerald  Kathol was elected  President  to replace  Louann Pace and the
Company became dormant soon thereafter.

         In March  1996,  the  Company  executed  a  Consulting  Agreement  (the
"Agreement") with A- Z Professional Consultants Inc. ("A-Z"), a Utah corporation
providing business and financial consulting services. Pursuant to the Agreement,
A-Z was to assist the Company in restructuring its capitalization and in finding
a suitable merger or acquisition candidate.  In consideration for the assistance
of A-Z, the Company  issued  878,504  shares of Common Stock,  to A-Z and 97,612
shares of Common Stock, to Park Street  Investments,  ("PSI") a Utah corporation
who was also to assist the Company in restructuring its operations.

         On April 3, 1996, Gerald Kathol, president and director of the Company,
resigned along with Lea Kathol,  Treasurer and Clayton Morrison,  Director.  The
Board then  appointed  Steven Pollack as president and a director and BonnieJean
Tippetts,  as  secretary  and a director.  On August 10,  1996,  Steven  Pollack
resigned and the Company appointed Tammy Gehring as the Company's  president and
a director.  The new officers and directors  were  appointed to  facilitate  the
Company's  efforts in becoming a fully reporting and current entity suitable for
merger or acquisition with or by another healthy organization.

         On April 1, 1997, the Company  executed a Mutual Agreement to Terminate
with A-Z which terminated the March 1, 1996 Consulting  Agreement.  On September
1, 1997, the Company executed a new Consulting Agreement, ("New Agreement") with
PSI, whose principal officer and sole director is Ken Kurtz, a control person of
the Company, (See Item 9. "Directors,  Executive Officers, Promoters and Control
Persons;  Compliance with Section 16(a) of the Exchange Act.").  Pursuant to the
New  Agreement,  PSI was  retained  to provide  financial  consulting  services,
marketing and public  relations  services on behalf of the Company to facilitate
the  Company's  plan to  merge  with or  acquire  another  business  entity.  As
consideration for these services, the Company is obligated to issue up to 15% of
its  outstanding  shares  to PSI  upon PSI  successfully  locating  a merger  or
acquisition   candidate  and  facilitating  the  Company's   planned  merger  or
acquisition.  PSI may be deemed to be a control  person of the Company by virtue
of this  contract  or by virtue of the fact that Tammy  Gehring,  the  Company's
president  and a  director  is an  employee  of PSI.  (See  Item 9.  "Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.")


Business of Issuer

         The Company is currently a developmental stage company actively seeking
to renew its  operations and recover from its previous  period of dormancy.  The
Company does not  currently  produce any products or provide any  services.  The
Company  has no  employees,  full or part  time,  aside  from its  officers  and
directors.  Through its New Agreement  with PSI, the Company  receives  services
necessary to maintain its operations which are primarily  focused on locating an
entity with which it can combine or acquire.
<PAGE>
<TABLE>
<CAPTION>

ITEM 2.  DESCRIPTION OF PROPERTY

         The  Company  does not own,  directly,  indirectly  or  partially,  any
interest in any warehouses, offices, real estate or other properties.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any pending legal proceeding.

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

         The Company did not submit any matters before its  shareholders  during
the  year  ended  August  31,  1997 and has not  submitted  any  matters  to its
shareholders  since a special meeting of the  shareholders  was held on March 8,
1990. At time of that meeting there were 3,901,962  shares of common stock,  par
value $.10  outstanding  ("Common Stock") . Shareholders  present  represented a
quorum of  2,703,750  votes.  Shareholders  were asked to vote on the  following
items:

     (1)  Ratify the Board of  Directors'  decisions  during and  following  the
          period of time the  Company  was in Chapter 11 and  reorganization  to
          date.
     (2)  Increase  the  authorized  shares of Common  Stock from  5,000,000  to
          10,000,000 at $.10 par value.
     (3)  Elect  members to the Board of Directors for a term of one year ending
          at the next annual meeting of shareholders namely; Gerald J. Kathol as
          chairman of the board of  directors,  George A. Pace as president  and
          director,  Lea A.  Kathol as  treasurer  and  director,  Dick Smith as
          director and Clayton A. Morrison as director.
     (4)  Confirm  the  selection  of  Allen,  Gibbs & Houlik  as the  Company's
          auditors.
     (5)  Approve a bonus of  $65,000  each for  Gerald J.  Kathol and George A.
          Pace to be paid in four equal annual  installments after such time the
          Company's  net worth from profits is equal or greater than $500,000 in
          recognition  of their past years of  service to the  Company  while in
          bankruptcy  proceeding,  and for other  considerations as described in
          the proxy statement.

Results were as follows:

------------------------------------------------------------------------------- ------------- ----------- -----------
                                     Item                                           For        Against     Abstain
------------------------------------------------------------------------------- ------------- ----------- -----------
<S>                                                                                <C>                 <C>         <C>
(1) Ratify the Board of Director's decisions during and following the period       2,703,750           0           0
of time the Company was in Chapter 11 and reorganization to date.
------------------------------------------------------------------------------- ------------- ----------- -----------
(2) Increase the authorized shares of Common Stock from 5,000,000 to               2,596,020      14,600      93,130
10,000,000 at $0.10 par value.
------------------------------------------------------------------------------- ------------- ----------- -----------
(3) Elect members to the Board of Directors for a term of one year.                2,703,750           0           0
------------------------------------------------------------------------------- ------------- ----------- -----------
(4) Confirm the selection of Allen, Gibbs & Houlik as the Company's auditors.      2,703,750           0           0
------------------------------------------------------------------------------- ------------- ----------- -----------
(5) Approve a bonus of $65,000.00 each for Gerald Kathol and George Pace.          2,523,020      50,250     130,480
------------------------------------------------------------------------------- ------------- ----------- -----------
</TABLE>

         Though Company  records  indicate that these items were approved by the
majority of shareholders,  the Company's operations  significantly declined soon
thereafter. As a result, the increase of authorized shares never materialized.

<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Common Stock of the Company is currently  traded through the NASDAQ
OTC Bulletin  Board under the symbol  FXWA,  although  very limited  trading has
occurred over the past several years.

         The table set forth  below  lists the range of high and low bids of the
Company's  Common  Stock for each quarter  over the last two fiscal  years.  The
prices in the table reflect inter-dealer prices, without retail markup, markdown
or commission and may not represent actual transactions.


  Calendar Year                      Quarter           High             Low
     1996                            First             .015             .01
                                     Second            .015             .01
                                     Third             .015             .01
                                     Fourth            .015             .01

     1997                            First             .015             .01
                                     Second            .015             .01
                                     Third             .015             .01
                                     Fourth            .015             .01

         As of  December  2,  1997,  there  were 683  holders  of  record of the
Company's  Common Stock. The Company has not declared any cash dividends for the
last two fiscal  years.  The  Company  does not  anticipate  declaring  any cash
dividends in the near future. There are no restrictions that limit the Company's
ability to pay dividends, other than those generally imposed by applicable state
law. The future payment of dividends,  if any, on the Common Stock is within the
discretion of the board of directors and will depend on the Company's  earnings,
capital requirements, financial condition, and other relevant factors.
The Company does not anticipate the payment of future dividends.

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

         The Company has not had revenues from  operations in either of the last
two fiscal years.

Plan of Operations

         The Company is currently a developmental stage company actively seeking
to recover from its significant  decline in operations and subsequent  period of
dormancy.  The Company's plan of operations for 1998 centers around its quest to
find a suitable merger or acquisition  target which it can acquire or with which
to combine.  Although the Company is seeking to effect a merger or  acquisition,
there can be no assurances that it will be able to do so, or if a combination is
achieved,  that it will be profitable,  worthwhile or  sustainable.  The Company
does  not  produce  any  goods or  provide  any  services.  The  Company  has no
employees, full or part-time, aside from its officers and directors.

          The Company executed a Consulting Agreement on March 1, 1996, with A-Z
Professional  Consultants,  a Utah  corporation  pursuant to which A-Z agreed to
provide the Company with certain business support to maintain its operations and
recruit  potential  merger or  acquisition  candidates.  The  Company  issued an
aggregate  of 976,116  shares of its Common Stock as  compensation  for services
rendered  pursuant to the  Agreement  and granted A-Z a beneficial  ownership of
17.7% of the Company's  issued and outstanding  Common Stock.  The Agreement was
later terminated on April 7, 1997, through a Mutual Agreement to Terminate.
<PAGE>
        On July 1, 1997, the Company executed a New Consulting Agreement, ("New
Agreement") with Park Street Investments,  a Utah corporation whose sole officer
and director is Ken Kurtz. Pursuant to the terms of the New Agreement,  PSI will
provide  consulting  services  including:  restructuring  the Company's  capital
formation;   prospecting  for  and   negotiating   with  merger  or  acquisition
candidates;  maintaining the Company's  corporate records;  and assisting in the
preparation  of  various  corporate  correspondence.  As  compensation  for  the
described services, the Company is obligated to issue up to 15% of the Company's
total issued and outstanding Common Stock to PSI upon PSI successfully  locating
a merger or acquisition  candidate and facilitating the Company's planned merger
or acquisition.

         In an  attempt  to  prepare  the  Company  for a  successful  merger or
acquisition with another business entity,  the Company agreed to settle its debt
obligation  to Barton  County,  Kansas.  The original  amount of debt claimed by
Barton  County  against the Company is  $223,255.  Such debt was incurred by the
Company  during  1985  and  1986  and  is  related  to  personal   property  tax
liabilities.  On November 26, 1997, the Company executed a Settlement  Agreement
with Barton  County,  Kansas  pursuant to which the Company is  obligated to pay
$12,500  to  Barton  County  within 90 days of the date of the  Agreement.  Upon
Barton  County's  receipt of such  payment  from the  Company,  the County  will
release any and all liens held against the Company.

         Presently,  the  Company  is unable to  satisfy  its cash  requirements
without the services  provided by PSI who has agreed to provide the Company with
services  necessary  to  sustain  the day to day  operations  of the  Company in
exchange for the receipt of a quantity of shares Common Stock equal to up to 15%
of the total shares  outstanding upon the Company's  successful  completion of a
merger or  acquisition.  It is likely  that if the  Company  locates a merger or
acquisition  candidate,  the Company  will be  required  to issue a  substantial
number  of  shares of its  Common  Stock to  facilitate  the  planned  merger or
acquisition.  It is expected that such an issuance of shares will  substantially
dilute the Company's  current  shareholder's  interest.  Further,  no assurances
exist  that  the  Company  will  successfully  locate a  merger  or  acquisition
candidate  with which it can combine or that if a candidate  is located that the
planned merger or acquisition will be profitable, worthwhile or sustainable.



ITEM 7.  FINANCIAL STATEMENTS



         The Company's financial statements for the fiscal year ended August 31,
1997 are attached hereto as pages F-1 through F-9.






                     (THIS SPACE LEFT INTENTIONALLY BLANK )


<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Flexweight Corporation
(A Development Stage Company)
Salt Lake City, Utah

We have audited the  accompanying  balance  sheet of Flexweight  Corporation  (a
development  stage company) as of August 31, 1997 and the related  statements of
operations,  stockholders' equity (deficit),  and cash flows for the years ended
August 31, 1997 and 1996 and from  inception on November 26, 1962 through August
31, 1997.  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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about 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 the financial statements referred to above present fairly, in all
material  respects,   the  financial  position  of  Flexweight   Corporation  (a
development  stage  company)  as of  August  31,  1997  and the  results  of its
operations  and its cash flows for the years ended  August 31, 1997 and 1996 and
from its  inception on November 26, 1962 through  August 31, 1997 in  conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company is a  development  stage  company and has no
operating  capital which raises  substantial doubt about its ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



Jones, Jensen & Company
November 11, 1997
<PAGE>
                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                 August 31, 1997

<PAGE>
                                 C O N T E N T S


Independent Auditors' Report ................................................. 3

Balance Sheet  ............................................................    4

Statements of Operations ..................................................... 5

Statements of Stockholders' Equity (Deficit) ................................. 6

Statements of Cash Flows ..................................................... 7

Notes to the Financial Statements ............................................ 8

<PAGE>
                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                                  Balance Sheet


                                     ASSETS

                                                                 August 31,
                                                                     1997
CURRENT ASSETS

  Cash ..........................................................   $      --
                                                                    -----------

     Total Current Assets .......................................          --

     TOTAL ASSETS ...............................................   $      --
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable ..............................................   $    10,133
  Taxes payable (Note 5) ........................................       223,255
                                                                    -----------

     Total Current Liabilities ..................................       233,388

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock: 5,000,000 shares authorized
   of $0.10 par value, 4,958,078 shares issued
   and outstanding ..............................................       495,808
  Additional paid-in capital ....................................     1,040,508
  Deficit accumulated during the development stage ..............    (1,769,704)
                                                                    -----------

Total Stockholders' Equity (Deficit) ............................      (233,388)

TOTAL LIABILITIES AND  STOCKHOLDERS'  EQUITY (DEFICIT) ..........   $      --
                                                                    ===========

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                            Statements of Operations
                                                                        From
                                                                    Inception on
                                                                    November 26,
                                      For the Years Ended          1962 Through
                                         August 31,               August   31,
                                   1997              1996                 1997
                                ---------------   ---------------   ------------

REVENUES ..........................   $      --      $      --      $      --

LOSS FROM DISCONTINUED
 OPERATIONS (NOTE 3) ..............        (8,000)       (97,612)    (2,048,687)

GAIN FROM DISPOSITION OF
 DISCONTINUED OPERATIONS (Note 3) .          --          278,983        278,983
                                      -----------    -----------    -----------

NET INCOME (LOSS) .................   $    (8,000)   $   181,371    $(1,769,704)
                                      ===========    ===========    ===========

NET INCOME (LOSS) PER
 SHARE OF COMMON STOCK ............   $     (0.00)   $       .05
                                      ===========    ===========



    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>
<TABLE>
<CAPTION>

                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)


                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                                      Additional        During the
                                                                        Common Stock                   Paid-In          Development
                                                                    Shares         Amount              Capital             Stage


<S>                                                              <C>              <C>                <C>                <C>      
At inception on November 26, 1962 .....................               --          $      --          $      --          $      --

Common stock issued for cash
 at approximately $0.55 per share .....................          2,120,500            212,050            946,395               --

Common stock issued for reorganization
 at approximately $0.14 per share .....................          1,781,462            178,146             71,906               --

Sale of treasury stock ................................               --                 --               22,207               --

Net loss from inception  on November
 26, 1962 to August  31, 1995 .........................               --                 --                 --           (1,943,075)
                                                               -----------        -----------        -----------        -----------

Balance, August 31, 1995 ..............................          3,901,962            390,196          1,040,508         (1,943,075)

Common stock issued for consulting
 fee at $0.10 per share ...............................            976,116             97,612               --                 --

Net income for the year ended
 August 31, 1996 ......................................               --                 --                 --              181,371
                                                               -----------        -----------        -----------        -----------

Balance, August 31, 1996 ..............................          4,878,078            487,808          1,040,508         (1,761,704)

Common stock issued for consulting
 fee at $0.10 per share ...............................             80,000              8,000               --                 --

Net loss for the year ended
 August 31, 1997 ......................................               --                 --                 --               (8,000)
                                                               -----------        -----------        -----------        -----------

Balance, August 31, 1997 ..............................          4,958,078        $   495,808        $ 1,040,508        $(1,769,704)
                                                               ===========        ===========        ===========        ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>
<TABLE>
<CAPTION>

                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows

                                                                                                             From
                                                                                                         Inception on
                                                                                                         November 26,
                                                                             For the Years Ended         1962 Through
                                                                                  August 31,              August 31,
                                                                            1997              1996            1997
                                                                      ---------------   ---------------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                  <C>               <C>              <C>         
  Net income (loss) ...........................................      $    (8,000)      $   181,371      $(1,769,704)
  Adjustments to reconcile net loss to
   net cash used by operating activities:
  Loss on discontinued operations .............................             --                --            303,243
  Gain on disposal of assets ..................................             --            (278,983)       (278,983)
  Stock issued for services ...................................            8,000            97,612          105,612
  Increase (decrease) in accounts and taxes payable ...........             --                --            233,388
                                                                       -----------      -----------       ---------

     Net Cash Used by Operating Activities ....................             --                --         (1,406,444)
                                                                       -----------      -----------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of equipment .......................................             --                --           (124,208)
                                                                        -----------      -----------       ---------

     Net Cash Used by Investing Activities ....................             --                --           (124,208)
                                                                        -----------      -----------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from notes payable .................................             --                --            350,000
  Issuance of common stock for cash ...........................             --                --          1,180,652
                                                                       -----------      -----------       ---------

     Net Cash Provided by Financing Activities ................             --                --          1,530,652
                                                                       -----------      -----------       ---------

NET INCREASE (DECREASE) IN CASH ...............................             --                --               --
                                                                      -----------      -----------       ---------

CASH AT BEGINNING OF PERIOD ...................................             --                --               --
                                                                      -----------      -----------       ---------

CASH AT END OF PERIOD .........................................      $      --         $      --        $      --
                                                                      ===========      ===========       =========

CASH PAID FOR:

  Interest ....................................................      $      --         $      --        $      --
  Income taxes ................................................      $      --         $      --        $      --

NON CASH FINANCING ACTIVITIES

  Common stock issued for services ............................      $     8,000       $    97,612      $   105,612

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       7

<PAGE>

                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                            August 31, 1997 and 1996


NOTE 1 -       ORGANIZATION AND HISTORY

          The Company was incorporated  under the laws of the State of Kansas on
          November  26, 1962 under the name of  "Flexweight  Drillpipe  Company,
          Inc." The purpose of the Company  was to engage in  manufacturing  and
          marketing  of   double-wall   drill  pipe.  It  changed  its  name  to
          "Flexweight Corporation" on September 11, 1967.

          The Company  filed for Chapter 11  bankruptcy  protection  on June 25,
          1987. In September  1995, the Company's  only asset,  a building,  was
          foreclosed upon.

          a. Accounting Method

          The  Company's  financial  statements  are prepared  using the accrual
          method of accounting. The Company has elected an August 31 year end.

          b. Cash and Cash Equivalents

          Cash equivalents  include  short-term,  highly liquid investments with
          maturities of three months or less at the time of acquisition.

          c. Loss Per Share

          The  computations  of loss per share of common  stock are based on the
          weighted  average  number  of  shares  outstanding  at the date of the
          financial statements.

          d. Provision for Taxes

          At August 31, 1997, the Company had net operating  loss  carryforwards
          of approximately  $1,500,000 that may be offset against future taxable
          income through 2012. No tax benefit has been reported in the financial
          statements,  because  the Company  believes  there is a 50% or greater
          chance  the  carryforwards  will  expire  unused.   Accordingly,   the
          potential  tax  benefits  of the loss  carryforwards  are  offset by a
          valuation account of the same amount.

          e. Estimates

          The  preparation of 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 and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.


                                       8

<PAGE>

                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                            August 31, 1997 and 1996


NOTE 2 -       GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  applicable  to a going concern which
          contemplates  the realization of assets and liquidation of liabilities
          in the normal course of business.  However,  the Company does not have
          significant  cash  or  other  material  assets,  nor  does  it have an
          established source of revenues sufficient to cover its operating costs
          and to allow it to  continue as a going  concern.  It is the intent of
          the  Company to seek a merger  with an  existing,  operating  company.
          Until that time, shareholders of the Company have committed to meeting
          its minimal operating needs.

NOTE 3 -       DISCONTINUED OPERATIONS

          The  Company  has  been  inactive  since  August  1995.  All  activity
          subsequent to August 1995 is relating to the discontinued  operations.
          The  following is a summary of income  (loss) from  operations  of the
          Company.

          Revenue                                                $      729,587
          Expenses                                                   (2,778,274)
                                                                ---------------

          Loss from Discontinued Operations                      $   (2,048,687)
                                                                 ===============

          Write-off of assets                                    $     (295,373)
          Gain on write off of debt                                     574,356
                                                                    ------------

          Gain on Disposal of Discontinued Operations            $      278,983
                                                                    ============

NOTE 4 -       STOCK TRANSACTIONS

          On August 8, 1996,  the Board of Directors  approved to issue  878,504
          and 97,612 shares of common stock to A-Z Professional  Consultants and
          Park Street  Investments,  Inc. for consulting  fees valued at $87,850
          and $9,761, respectively.

          In June  1997,  the  Company  issued a total of  80,000  shares of its
          common  stock to its officers for  services  they  rendered  valued at
          $8,000.

NOTE 5 -  TAXES PAYABLE

          The taxes  payable  pertain  to  personal  property  taxes  payable on
          equipment and machinery which the Company no longer owns.

                                       9

<PAGE>



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

         On March 8, 1990, the Company's  auditors  Allen,  Gibbs, & Houlik were
confirmed by a majority  vote of the  shareholders  in a Special  Meeting of the
shareholders.  However, soon thereafter,  the Company's operations significantly
declined  and  later  became  dormant.  Allen,  Gibbs & Houlik  resigned  as the
Company's  auditors soon after the Company  moved it  operations  from Kansas to
Utah. There were no disagreements between the Company and Allen, Gibbs, & Houlik
regarding accounting  principles and practices,  financial statement disclosure,
or auditing scope and procedures.  The Company engaged Jones, Jensen and Company
on August 28, 1997. The Company did not consult with the auditors  regarding the
application of accounting principles, type of audit opinion or any other matters
outlined in Item 304(a)(2) of Reg. S-B under the Securities Act of 1933.

                                    PART III

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

Directors, Executive Officers and Control Persons

     Name                    Age               Positions(s) and Office(s)

     Tammy Gehring            22                President, Director

     BonnieJean Tippetts      55                Secretary, Director

     Ken Kurtz                30                Control Person

         Tammy  Gehring  became  president and director of the Company on August
10, 1996. Ms. Gehring is employed at Park Street Investments as an assistant and
consultant  in Mergers and  Acquisitions.  She has been  employed at Park Street
since June 1997. For  approximately  a year and a half, Ms. Gehring was employed
as an administrative  assistant in the mergers and acquisitions  department of a
financial  consulting firm based in Salt Lake City, Utah.  Previous to that, Ms.
Gehring was an accounting and finance student at Salt Lake Community College.

     BonnieJean  Tippetts became  secretary and director of the Company on March
1, 1996. Ms.  Tippetts has been employed as an executive  assistant  since 1992.
Prior to 1992, she was employed as a  schoolteacher.  Ms. Tippetts earned a B.A.
in  commercial  art with a minor in music from Lewis and Clark  College in 1958,
and later earned a B.S. in  Pre-Medicine in 1964. Ms. Tippetts went on to earn a
Masters  degree in  vocational  home  economics in 1968.  Ms.  Tippetts has been
employed in various business occupations including accounting and purchasing and
has owned two franchises and a professional  kennel.  She is also a professional
concert pianist.

     Ken Kurtz,  has never been named as an officer or director of the  Company.
He may,  however,  be deemed to be a control  person based upon his  significant
influence and "control" (as defined in Rule 12b-2 of the Securities Exchange Act
of 1934) over the affairs of the  Company.  Mr.  Kurtz is the sole owner of Park
Street  Investments,  Inc.,  a  shareholder  of the Company  who,  pursuant to a
Consulting  Agreement  executed  with the  Company,  will  receive a quantity of
Common Stock  equivalent to up to 15% of the total shares  outstanding  upon the
successful  completion  of a merger with or  acquisition  of a third party.  Mr.
Kurtz has been the president and sole director of Park Street Investments, Inc.,
since  February  1992.  From  November  1990 to  February  1992,  Mr.  Kurtz was
secretary-treasurer of Boss International,  Inc., a company which published time
management systems.  Park Street  Investments,  Inc. is also the employer of the
Company's president, Tammy Gehring.
<PAGE>
<TABLE>
<CAPTION>
Compliance with Section 16(a) of the Exchange Act

         The Company is aware that Tammy Gehring,  the Company's president and a
director,  failed  to file a Form 3  within  10 days of  being  appointed  as an
officer and  director  as  required  to have been filed by Section  16(a) of the
Securities  Exchange  Act of 1934.  The  Company is also aware that Ms.  Gehring
failed to timely file Form 4 as required to have been filed by Section  16(a) of
the Securities  Exchange Act of 1934 on or before the tenth day after the end of
the month in which she received  40,000 shares of the Company's  Common Stock as
compensation.

         The Company is aware that BonnieJean Tippetts, the Company's secretary,
treasurer  and a  director,  failed  to file a Form 3  within  10 days of  being
appointed  as an officer and  director as required to have been filed by Section
16(a) of the Securities Exchange Act of 1934..

         The Company is aware that Steven Pollack,  the Company's past president
and a director,  failed to file a Form 3 within 10 days of being appointed as an
officer and  director  as  required  to have been filed by Section  16(a) of the
Securities  Exchange  Act of 1934.  The  Company is also aware that Mr.  Pollack
failed to timely file a Form 4 as  required to have been filed by Section  16(a)
of the Securities  and Exchange  Commission on or before the tenth day after the
end of the month in which he  received  40,000  shares of the  Company's  Common
Stock as compensation.

     The  Company is also aware that  Steven  Christensen,  the  Company's  past
director,  failed  to  file a Form 3  within  10 days of  being  appointed  as a
director  as  required  to have been  filed by Section  16(a) of the  Securities
exchange Act of 1934.

     Finally,  the Company is aware that A-Z, a beneficial owner of 17.7% of the
Company's issued and outstanding Common Stock, failed to file a Form 3 within 10
days of acquiring  such stock as required to have been filed by Section 16(a) of
the Securities Exchange Act of 1934.

ITEM  10.         EXECUTIVE COMPENSATION
Executive Compensation

         No  compensation  in excess of $100,000  was awarded to,  earned by, or
paid to any executive  officer of the Company during the years 1996 to 1997. The
following two tables and the accompanying notes provide summary  information for
each of the last two fiscal years concerning cash and non-cash compensation paid
to or accrued by the Company to Steven Pollack,  the Company's president through
August 10, 1996, and Tammy Gehring,  the Company's president from August 1996 to
present.

                           SUMMARY COMPENSATION TABLE
                                  Annual Compensation                        Long Term Compensation
                                                                      Awards                     Payouts
                                                              Restricted  Securities
Name and                                      Other Annual    Stock       Underlying   LTIP payouts    All Other
Principal Position  Year   Salary    Bonus    Compensation     Award(s)     Options        ($)        Compensation
                             ($)      ($)          ($)           ($)        SARs(#)                       ($)
<S>                             <C>    <C>           <C>         <C>          <C>          <C>             <C> 
(1)Tammy Gehring    1997         -        -            -         400            -             -               -
Current President   1996         -        -                -           -            -             -

Steven Pollack      1996         -        -                -         400                          -               -
Former President
Gerald Kathol       1995         -        -                -           -            -             -               -
Former President
</TABLE>
---------------
(1) Ms.  Gehring and Mr.  Pollack were awarded  40,000  shares of the  Company's
restricted stock as compensation for their services as the Company's  president.
The shares were valued at $.01
<PAGE>
<TABLE>
<CAPTION>

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information concerning the ownership
of the Company's  Common Stock as of December 30, 1997, with respect to (i) each
person known to the Company to be the beneficial owner of more than five percent
of the  Company's  Common Stock;  (ii) all  directors;  and (iii)  directors and
executive  officers of the Company as a group.  For purposes of determining  the
beneficial  owners of more than five percent of the Common Stock, as well as the
Percent of Class column below,  the Company has assumed that 4,958,078 shares of
Common Stock were issued and outstanding on December 30, 1997.


                              Amount and Nature of
      Title of Class        Name and Address of Beneficial Owner     Beneficial Ownership       Percent of class

<S>                          <C>                                           <C>                        <C>  
       Common Stock          A-Z Professional Consultants, Inc.            878,504                    17.7%
    ($0.10 par value)          268 West 400 South, Suite 306
                                 Salt Lake City, Utah 84101

       Common Stock                  Capital Investors                     333,333                    6.7%
    ($0.10) par value                  Rt. 3 Box 1660
                                      Afton, OK 74331

       Common Stock                Grand Lake Investments                  527,048                    10.6%
    ($0.10) par value                 8614 Stoneridge
                                     Wichita, KS 67206

       Common Stock                 Gerald Kathol Estate                   342,300                    6.9%
    ($0.10) par value                  P.O. Box 18154
                                     Wichita, KS 67218

       Common Stock                      Lea Kathol                        273,871                    5.5%
    ($0.10) par value                8100 E 22nd St. N
                                    Bldg. 300, Suite 200
                                     Wichita, KS 67208

       Common Stock                  George Pace Estate                    391,157                    7.9%
    ($0.10) par value                   P.O. Box 364
                                    Great Bend, KS 67530

       Common Stock                    Tammy Gehring                        40,000                    0.8%
    ($0.10) par value            2133 East 9400 South, #151
                                      Sandy, UT 84093

       Common Stock         Directors and Executive Officers as             40,000                    0.8%
    ($0.10) par value             a Group (2 individuals)

</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On September 1, 1997, the company executed a Consulting  Agreement with
Park Street  Investments,  a Utah corporation whose sole officer and director is
Ken Kurtz,  a control person of the Company,  (See Item 9 "Directors,  Executive
Officers,  Promoters And Control  Persons;  Compliance With Section 16(a) of The
Exchange  Act").  Pursuant to the terms of the  Agreement,  PSI will  receive an
issuance of shares equal to up to 15% of the  Company's  issued and  outstanding
Common Stock upon the execution of the Company's  merger or  acquisition  with a
third party. Because the Company's president,  Tammy Gehring is also an employee
at PSI, the Agreement may be deemed to not have been negotiated at arms-length.
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits.  Exhibits  required to be attached by Item 601 of  Regulation
         S-B are listed in the Index to  Exhibits  beginning  on page 11 of this
         Form 10-KSB, which is incorporated herein by reference.

    (b)  Reports  on Form 8-K.  No  reports  on Form 8-K were  filed  during the
         quarter ended by the period covered in this report.

                      [THIS SPACE LEFT INTENTIONALLY BLANK]
<PAGE>


                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized, this 21st day of January 1998.


                                                   Flexweight Corporation


                                                   /s/ Tammy Gehring
                                                   Tammy Gehring, President



         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.


       Signature                   Title                              Date



/s/Tammy Gehring             President and Director             January 21, 1998
Tammy Gehring


/s/BonnieJean C. Tippettts   Secretary, Treasurer and Director  January 21, 1998
BonnieJean C. Tippetts
<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT  PAGE    DESCRIPTION
NO.               NO.

3(i)              *          Articles  of  Incorporation,  filed  in  Kansas  on
                             November  26,  1962  under  the name of  Flexweight
                             Drillpipe  Company,  Inc.,  incorporated  herein by
                             reference  from the  Company's  report on Form 10-K
                             for the fiscal year ended August 31, 1989

3(ii)             *          By-Laws  of the  Company  as  filed  in  Kansas  on
                             November 26, 1962, incorporated herein by reference
                             from  the  Company's  report  on Form  10-K for the
                             fiscal year ended August 31, 1989

                               MATERIAL CONTRACTS
10(ii)            Exhibits

10(i)(a)          12         Consulting  Agreement  by  and  between  Flexweight
                             Corporation and A&Z Professional Consultants,  Inc.
                             dated March 1, 1996.

10(i)(b)          18         Consulting  Agreement  between the Company and Park
                             Street Investments, dated July 1, 1997.

10(i)(c)          23         Mutual  Agreement to Terminate  dated April 1, 1997
                             between   the   Company   and   A-Z    Professional
                             Consultants

10(i)(d)          26         Settlement Agreement between the Company and Barton
                             County, Kansas