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



                                   FORM 10-QSB



     (Mark One)

     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended February 28, 1998

     [ ] 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 Identification No.)
  Incorporation or Organization)

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


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



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

The number of shares outstanding of Registrant's  common stock ($0.10 par value)
as of February 19, 1998 was 4,958,078.


                                         Total of Sequentially Numbered Pages: 6
                                                        Exhibit Index on Page: 6

                                        1

<PAGE>



                                TABLE OF CONTENTS

                                     PART 1

ITEM 1.  FINANCIAL STATEMENTS..................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............3

                                     PART II


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................4

         SIGNATURES............................................................5

         INDEX TO EXHIBITS.....................................................6




<PAGE>



                                     PART I

--------------------------------------------------------------------------------

ITEM 1.           FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

         Unless  otherwise  indicated,  the term "Company"  refers to Flexweight
Corporation and its former  subsidiaries  and  predecessors.  Unaudited  interim
financial  statements including a balance sheet for the Company as of the fiscal
quarter ended  February 28, 1998 and  statements of operations and statements of
cash flows for the interim  period up to the date of such balance  sheet and the
comparable  period of the preceding fiscal year are attached hereto as Pages F-1
through F-8 and are incorporated herein by this reference.














                     This section intentionally left blank.



                                       3
<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


                                        F-1
<PAGE>



                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)

                         UNAUDITED FINANCIAL STATEMENTS

                                February 28, 1998


                                 C O N T E N T S


Unaudited Balance Sheet .....................................................F-3

Unaudited Statements of Operations ......................................... F-4

Unaudited Statements of Cash Flows ......................................... F-5

Notes to the Unaudited Financial Statements ................................ F-6






                   See notes to unaudited financial statements


                                        F-2
<PAGE>

                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                             Unaudited Balance Sheet


                                     ASSETS

                                                                    February 28,
                                                                        1998    
CURRENT ASSETS

  Cash                                                             $        -  _

     Total Current Assets                                                   -_  

     TOTAL ASSETS                                                  $        -   


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                                                  $     10,133
  Taxes payable (Note 5)                                                  12,500
 
     Total Current Liabilities                                            22,633

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                   (1,558,949)

     Total Stockholders' Equity (Deficit)                               (22,633)

     TOTAL LIABILITIES AND  STOCKHOLDERS'  EQUITY (DEFICIT)         $       -   

    The accompanying notes are an integral part of these financial statements


                                        F-3
<PAGE>

                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                       Unaudited Statements of Operations


                                                                       From
                                                                    Inception on
                                                                    November 26,
                                     For the 6 Months Ended         1962 Through
                                           February 28,             February 28,
                                    1997             1996               1998    

REVENUES                       $        -        $        -       $          -  

LOSS FROM DISCONTINUED
 OPERATIONS (NOTE 3)                     -                -          (2,048,687)

GAIN FROM DISPOSITION OF
 DISCONTINUED OPERATIONS (Note 3)   220,888               -              499,871

NET INCOME (LOSS)              $    220,888      $        -        $ (1,548,816)

NET INCOME (LOSS) PER
 SHARE OF COMMON STOCK         $       0.04      $        -        $       -    

    The accompanying notes are an integral part of these financial statements


                                        F-4
<PAGE>

<TABLE>
<CAPTION>
 
                                                       FLEXWEIGHT CORPORATION
                                                    (A Development Stage Company)
                                                 Unaudited Statements of Cash Flows

                                                                                                                 From
                                                                                                                        Inception on
                                                                                                                        November 26,
                                                                                For the 6 Months Ended                  1962 Through
                                                                                    February 28,                        February 28,
                                                                           1998                     1997                  1998      

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                  <C>                       <C>                 <C>              

  Net income (loss) ...........................................       $   220,888                $      --          $    (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)
  Stock issued for services ...................................              --                         --                   105,612
  Increase (decrease) in accounts and taxes payable ...........          (220,888)                      --                   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 ............................       $      --                  $      --          $        105,612



                              The accompanying notes are an integral part of these financial statements
</TABLE>


                                                                  F-5
<PAGE>

                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                   Notes to the Unaudited Financial Statements
                                February 28, 1998


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  February  28,  1998,  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.



    The accompanying notes are an integral part of these financial statements


                                        F-6

<PAGE>

                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                   Notes to the Unaudited Financial Statements
                                February 28, 1998


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            $                795,244

                  Gain on Disposal of
                     Discontinued Operations            $                499,871

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.  On
               March 8, 1998, The Company settled  personal  property taxes owed
               to Barton County Kansas of $223,255 by paying $12,500.

NOTE 6 -       SUBSEQUENT EVENTS

               On April 8, 1998, the Shareholders approved, among other matters,
               a 1 for 100 Reverse  Split of the  Company's  Common  Stock,  par
               value  $0.10,  and to amend  the  Articles  of  Incorporation  to
               increase  the  number of  authorized  shares  from  5,000,000  to
               25,000,000.

                                        F-7
<PAGE>

--------------------------------------------------------------------------------

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

--------------------------------------------------------------------------------


         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 a double-wall flexible weight pipe used
in oil field  drilling,  and couplings,  devices which join lengths of pipe in a
pipeline system. 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.

         Beginning  in 1982,  the Company  experienced  significant  losses from
operations  largely as a result of contraction of the oil field supply industry.
On March 11, 1985, the Company filed for protection in the U.S. Bankruptcy Court
for the District of Kansas.  The Company's secured  creditors  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 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 once a plan of  reorganization  was approved.  Following the approval of a
plan of reorganization  and discharge from bankruptcy,  the Company continued to
operate  on a  limited  basis  and  attempted  to  expand  into  other  business
industries.  The  Company  ultimately  discontinued  operations  and  liquidated
remaining assets on or about April 8, 1994.

         The Company has not had revenues from  operations in either of the last
two fiscal years. 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.  The Company is 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 with which it can combine or which it can
acquire.  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.

         On September 1, 1997, the Company executed a Consulting  Agreement with
Park  Street  Investments,  Inc.  Pursuant  to the  agreement,  Park  Street was
retained  to assist  the  Company in  locating  a suitable  target for merger of
acquisition,  and to provide financial consulting services, marketing and public
relations  services.  As  consideration  for  these  services,  the  Company  is
obligated to issue a quantity of the Company's  common stock  sufficient to give
Park Street up to 15% of the Company's total outstanding  Common Stock upon Park
Street successfully  locating a merger or acquisition candidate and facilitating
the Company's  planned merger or acquisition.  Park Street 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 Park Street.

                                        4

<PAGE>

         The Company is  substantially  dependent  on Park  Street  Investments.
Presently,  the Company is unable to satisfy its cash  requirements  without the
services  provided by Park Street,  which has made limited cash  advances to the
Company to assist the Company in meeting its short-term cash needs.  Park Street
has also agreed to provide the Company  with  services  necessary to sustain the
day to day operations of the Company. The Company can provide no assurances that
Park Street  will  continue  to provide  the  services or make the  advancements
necessary  to sustain the  Company.  The Company  will need to raise  additional
financing  in the next 12 months  and the  Company  intends  to raise such funds
through  a  private  or  public  offering  of  its  common  stock  once  it  has
successfully  completed a merger or  acquisition.  However,  given the Company's
absence of cash flow and history of losses, there is a substantial risk that the
Company  will not be able to raise the capital  necessary  to make a  subsequent
merger or acquisition successful.

     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 was $223,255.  This debt was incurred by the Company  during
1985 and 1986 and wass 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 was  obligated  to pay $12,500 to Barton  County
within 90 days of the date of the Agreement.  According to the  agreement,  upon
Barton  County's  receipt of such  payment  from the  Company,  the County would
release  any and all liens held  against  the  Company.  On March 9, 1998 Barton
County  received  the $12,500  payment and issued the Company a paid in full tax
receipt.

         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  would  likely  dilute the  ownership
interest of the Company's current shareholders to a substantial degree.


--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------

         On April 8,  1998 at 10:15  a.m.  there was a  special  meeting  of the
shareholders  held at 10100  Petunia Way,  Sandy,  Utah 84093.  Proxies had been
solicited and the following matters were addressed:

Proposal  1       To reelect of Tammy  Gehring,  Cliff Halling and BonnieJean C.
                  Tippetts to the Company's board of directors.

Proposal  2       To amend the Company's  Articles of  Incorporation to increase
                  the number of authorized shares of the Company's common stock,
                  par  value  $0.10   ("Common   Stock"),   from   5,000,000  to
                  25,000,000.

Proposal  3       To approve a 1-for-100  reverse  stock split of the  Company's
                  Common  Stock which shall  affect the Common  Stock  currently
                  issued and outstanding but not the Common Stock authorized for
                  issuance.

Proposal  4       To ratify  the  selection  of Jones,  Jensen & Company  as the
                  Company's  independent  auditors  for the  fiscal  year to end
                  August 31, 1998.

         The Board recommended in the Proxy Statement that shareholders vote FOR
each of the proposals to be presented at the special meeting. No solicitation in
opposition to the management's  nominees was received prior to, nor presented at
the special meeting.

         All of the above proposals were passed by the margins  displayed in the
table below.

                                        5

<PAGE>


VOTING RESULTS


              Proposal             FOR           AGAINST    ABSTAIN     NON-VOTE
              --------             ---           -------    -------     --------
Election of Tammy Gehring        2,794,093      11,333       5,200           0
Election of BonnieJean Tippets   2,760,093      45,333       5,200           0
Election of Cliff Halling        2,800,093       5,333       5,200           0
Proposal  2                      2,512,277      14,900       3,983       278,956
Proposal  3                      2,737,643      52,700      20,283           0
Proposal 4                       2,799,793       7,500       3,333           0


--------------------------------------------------------------------------------

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

--------------------------------------------------------------------------------

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

(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during
the quarter ended February 28, 1998.


                                   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 14TH day of April 1998.

         Flexweight Corporation

             /s/ Tammy Gehring
           Tammy Gehring, President












                                        6

<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(i)(a)          *          Consulting  Agreement  by  and  between  Flexweight
                             Corporation and A&Z Professional Consultants,  Inc.
                             dated  March  1,  1996,   incorporated   herein  by
                             reference  from the  Company's  report on Form 10-K
                             for the fiscal year ended August 31, 1997.

10(i)(b)          *          Consulting  Agreement  between the Company and Park
                             Street    Investments,    dated   July   1,   1997,
                             incorporated herein by reference from the Company's
                             report  on Form  10-K  for the  fiscal  year  ended
                             August 31, 1997.

10(i)(c)          *          Mutual  Agreement to Terminate  dated April 1, 1997
                             between   the   Company   and   A-Z    Professional
                             Consultants,  incorporated herein by reference from
                             the  Company's  report on Form 10-K for the  fiscal
                             year ended August 31, 1997.

10(i)(d)          *          Settlement Agreement between the Company and Barton
                             County,  Kansas,  incorporated  herein by reference
                             from  the  Company's  report  on Form  10-K for the
                             fiscal year ended August 31, 1997.
 












                                        7