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 November 30, 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 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

<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  November 30, 1997 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-7 and are incorporated herein by this reference.





                    [THIS SPACE IS INTENTIONALLY LEFT BLANK]

<PAGE>
                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)

                         UNAUDITED FINANCIAL STATEMENTS

                                November 30, 1997

<PAGE>

                                 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
<PAGE>


                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                             Unaudited Balance Sheet


                                     ASSETS

                                                                  November 30,
                                                                      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) .....   $      --
                                                                    ===========


                  See notes to unaudited financial statements.

                                      F-3
<PAGE>
                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                       Unaudited Statements of Operations

                                                                        From
                                                                    Inception on
                                                                    November 26,
                                            For the 3 Months Ended  1962 Through
                                                 November 30,       November 30,
                                             1997          1996           1997
                                         -----------   ------------   ----------

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

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

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

NET INCOME (LOSS) .....................   $     --     $     --     $(1,769,704)
                                          ==========   ==========   ===========

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



                   See notes to unaudited 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 3 Months Ended                       1962 Through
                                                                                 November 30,                          November 30,
                                                                                    1997                  1996                 1997
                                                                            ---------------       ---------------         ----------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                         <C>                      <C>                <C>         
  Net income (loss) ...............................................         $           --           $     --           $(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 ...............                     --                 --               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






                                             See notes to unaudited financial statements
                                                                F-5
</TABLE>
<PAGE>
                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                   Notes to the Unaudited Financial Statements
                                November 30, 1997


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 November 30, 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.

                                      F-6


<PAGE>
                             FLEXWEIGHT CORPORATION
                          (A Development Stage Company)
                   Notes to the Unaudited Financial Statements
                                November 30, 1997


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.


<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.

         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  advancements 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 is  $223,255.  This 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.

         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 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   November  30,  1997.
<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 24TH day of February 1998.

         Flexweight Corporation


          /S/ Tammy Gehring
          -------------------------
           Tammy Gehring, President
<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.