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 May 31, 1998.

   [ ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
Act of 1934 for the transition period from to.


         Commission file number: 0-9476


                             FLEXWEIGHT CORPORATION
        (Exact name of small business issuer as specified in its charter)


              Kansas                                             48-0680109
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                             Identification No.)


                1946 Plateau Way     Wendover, Nevada              89883
              (Address of principal executive office)           (Zip Code)


                                 (702) 664-3919
                           (Issuer's telephone number)


         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 outstanding  shares of the issuer's common stock,  $0.001
par value (the only class of voting stock), as of July 15, 1998 was 6,418,543.

                                        1

<PAGE>

                                TABLE OF CONTENTS

                                     Part I

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............4

                                     Part II


ITEM 1.  LEGAL PROCEEDINGS.....................................................6

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................6

ITEM 5   OTHER INFORMATION.....................................................7

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

SIGNATURES.....................................................................9

INDEX TO EXHIBITS.............................................................10


                                        2

<PAGE>


                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

         As used herein, the term "Company" refers to Flexweight Corporation,  a
Kansas  corporation,  and its  subsidiaries  and  predecessors  unless otherwise
indicated.  Consolidated,  unaudited,  condensed  interim  financial  statements
including a balance  sheet for the Company as of the quarter  ended May 31, 1998
and statements of operations,  statements of shareholders  equity and statements
of cash flows for the interim  period up to the date of such  balance  sheet and
the  comparable  period of the preceding  year are attached  hereto as Pages F-1
through F-7 and are incorporated herein by this reference.


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                               Page

Consolidated Balance Sheets..................................................F-1

Consolidated Statements of Operations........................................F-2

Consolidated Statements of Stockholders' Equity..............................F-3

Consolidated Statements of Cash Flows........................................F-4

Condensed Notes to Consolidated Financial Statements.........................F-5











                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                      F-3
<PAGE>

                                     ASSETS
                                                                   May 31,
                                                                    1998
                                                               -----------------
CURRENT ASSETS
      Cash                                                   $               121
                                                               -----------------

      Total Current Assets                                                   121
                                                               -----------------

LAND AND IMPROVEMENTS                                                  5,000,000

OTHER ASSETS
      Organization costs (Net of amortization)                               710
      Security deposit                                                   550,000
      Investments in securities                                          325,000
                                                               -----------------

TOTAL ASSETS                                                 $         5,875,831
                                                               =================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
      Accounts payable                                       $            22,633
                                                               -----------------

      Total Current Liabilities                                           22,633
                                                               -----------------

LONG-TERM DEBT                                                         3,975,000

STOCKHOLDERS' EQUITY
      Common stock: 25,000,000 shares authorized of $0.10 par
        value, 6,418,543 shares issued and outstanding                   641,854
      Additional paid-in capital                                       3,608,124
      Deficit accumulated during the development stage               (2,371,780)
                                                               -----------------

     Total Stockholders' Equity                                        1,878,198
                                                               -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $         5,875,831
                                                               =================

                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                     From
                                                                                                                 Inception on
                                                                                                                 November 26,
                                                 For the 3 months ended           For the 9 months ended         1962 Through
                                                         May 31,                          May 31,                    May 31,
                                             -------------------------------  ----------------------------
                                                  1998            1997             1998             1997              1998
                                             ------------    ---------------  --------------   ------------  --------------------
<S>                                    <C>              <C>               <C>             <C>             <C>                     

REVENUES                                $              - $              -  $            -  $             - $                  -

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

GAIN FROM DISPOSITION OF
 DISCONTINUED OPERATIONS                               -                -         210,755                -              489,738

GENERAL AND ADMINISTRATIVE
 EXPENSES                                       (812,831)               -        (812,831)               -             (812,831)
                                           --------------  ---------------  --------------   --------------  -------------------

NET INCOME (LOSS)                       $       (812,831)$              - $      (602,076)$              -           (2,371,780)
                                           ==============  ===============  ==============   ==============  ===================

NET INCOME (LOSS) PER SHARE
 OF COMMON STOCK                        $          (0.49)            - $            (1.00)            -
                                           ==============  ===============  ==============   ==============

</TABLE>

                                       F-2
<PAGE>

<TABLE>
<CAPTION>

                                                                                                                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

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

Net loss from inception on November
 26, 1962 to August 31, 1996                              -               -                          -            (1,761,704)
                                                    -----------     ----------               -------------       ------------

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)

Adjusted for 1 for 100 reverse split               (4,908,497)        (490,850)                490,850                      -
                                                   --------------   -----------             ---------------     -------------

Adjusted total                                         49,581            4,958               1,531,358            (1,769,704)

Shares issued for services                            708,962           70,896                 638,066                   -   

Shares issued for purchase of subsidiary            3,010,000          301,000               (271,300)                   -

Shares issued for property                          1,000,000          100,000                 900,000                   -

Shares issued for security deposit and
 fees                                                 650,000           65,000                 585,000                   -

Shares issued for securities                        1,000,000          100,000                 225,000

Net loss for period 9 months ended                         -                -                         -             (602,076)
                                                   --------------   -----------             ----------------    -------------

Balance, May 31, 1998                               6,418,543       $  641,854             $ 3,608,124          $ (2,371,780)
                                                   ==============   ===========            =================    =============
</TABLE>
                                                                 F-3
<PAGE>
<TABLE>
<CAPTION>

                                                                                                                From
                                                                                                            Inception on
                                                                                                            November 26,
                                                                         For the 9 months ended             1962 Through
                                                                                May 31,                       May 31,
                                                                  ------------------------------------
                                                                        1998               1997                 1998
                                                                  -------------        --------------       ---------------

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

Net income (loss)                                                 $    (602,076)     $          -        $      (2,371,780)
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                                               808,962                 -                  914,574
Increase (decrease) in accounts and taxes payable                      (210,755)                -                   22,633
                                                                  -------------        --------------       ---------------

     Net Cash Used by Operating Activities                               (3,869)                -               (1,410,313)
                                                                  -------------        --------------       ---------------

CASH FLOWS FROM INVESTING ACTIVITIES

Stock issued for assets                                               1,028,990                 -                 1,028,990
Purchase of property and equipment                                   (5,000,000)                -               (5,524,208)
                                                                  --------------      ---------------       ---------------

     Net Cash Used by Investing Activities                           (3,971,000)                -               (4,495,218)
                                                                  --------------      ---------------       ---------------

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from notes payable                                           3,975,000                 -                4,725,000
Issuance of common stock for cash                                            -                  -                1,180,652
                                                                  --------------      ---------------        --------------

     Net Cash Provided by Financing Activities                        3,975,000                 -                5,905,652
                                                                  --------------      ---------------        --------------

NET INCREASE (DECREASE) IN CASH                                             121                 -                       121
                                                                  --------------      ---------------        --------------

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

CASH AT END OF PERIOD                                          $            121      $           -       $              121
                                                                  ==============     ================     =================

CASH PAID FOR:

NON CASH FINANCING ACTIVITIES

     Common stock issued for services                          $        808,962       $           -       $       1,623,536
</TABLE>

                                                                 F-4
<PAGE>

                     FLEXWEIGHT CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
            Notes to the Unaudited Consolidated Financial Statements
                                  May 31, 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 May 31, 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.

                                             F-5
<PAGE>


                     FLEXWEIGHT CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
      Notes to the Unaudited Consolidated Financial Statements (Continued)
                                  May 31, 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                                       574,356

         Gain on Disposal of Discontinued Operations   $                278,983

NOTE 4 -       STOCK TRANSACTIONS

         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.  All share amounts have
         been restated to reflect this change.

         On May 1, 1998, the Company issued 1,000,000 shares of its common stock
         to close the  purchase  of a 20 acres  parcel of land for Oasis  Hotel,
         Resort & Casino-III, Inc.

         Oasis Hotel,  Resort &  Casino-III,  Inc. also executed a First Deed of
         Trust on the  property  for  $550,000  and a Second  Deed of Trust  for
         $3,425,000 in connection with the land purchase.

                                        F-6
<PAGE>

                     FLEXWEIGHT CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
      Notes to the Unaudited Consolidated Financial Statements (Continued)
                                  May 31, 1998


NOTE 4 -       STOCK TRANSACTIONS (Continued)

         In addition The Company issued 100,000 shares as a one time fee for the
         first Trust Deed and 550,000  shares as additional  collateral  for the
         first Trust Deed.

         On May 30, 1998,  The Company issued  1,000,000  shares in exchange for
         3,250,000 of NuOasis Resorts, Inc.

NOTE 5 -       ACQUISTION OF SUBSIDIARY

         On May 1, 1998, The Company acquired 100% of the outstanding  shares of
         Oasis  Resort,  Hotel &  Casino-III,  Inc. by issuing  3,010,000 of its
         common shares.

                                         F-7
<PAGE>


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

Plan of Operations

         As used herein, the term "Company" refers to Flexweight Corporation,  a
Kansas  corporation , and its  subsidiaries and  predecessors,  unless otherwise
indicated. The Company had no revenues from operations in either of the last two
fiscal years.

         The Company is in the  process of  completing  plans which  include the
development and operation of a casino resort.  In furtherance of its plans,  the
Company's  subsidiary Oasis Hotel, Resort & Casino-III,  Inc. ("Oasis") retained
United  States  Gaming  Development,  Inc.  ("Development")  on April 30,  1998.
Development is in the process of preparing a feasibility  and marketing study on
the operation of a casino and entertainment center in Oasis, Nevada. Development
has agreed to accept stock in the Company in exchange for its services.

         To date,  Development  has been issued  3,556  shares of the  Company's
common stock. A draft of the report has been completed.  However,  a substantial
amount of additional  planning and research is necessary before the Company will
be able to determine  whether a casino  operation is feasible in Oasis,  Nevada.
Nonetheless,  based  upon  the  current  information  available,  the  Company's
president,  Walter Sanders believes that Oasis, Nevada has the potential to be a
successful destination resort, if the Company can obtain the necessary financing
to launch the  operation on the proper  scale.  Until the  feasibility  study is
complete,  the Company will not be able to determine  whether it will be able to
obtain the necessary financing to launch a casino and entertainment  center. The
preliminary projections provided by Development show that the Company would need
approximately  $40,000,000  in capital to  establish a casino and  entertainment
center  that would  attract a  sufficient  number of  customers  to make Oasis a
successful destination resort.

         The Company's subsidiary, Oasis, is currently in the process of setting
the stage to hopefully  commence a limited casino  operation that will include a
truck stop,  convenience store and limited auto repair shop. The Company's first
step towards  operation  includes the  acquisition of Oasis. On May 1, 1998, the
Company and its wholly owned  subsidiary Flex Holdings,  Inc. ("Flex  Holdings")
entered  into  a  Reorganization   Agreement  with  Oasis.  The  effect  of  the
Reorganization Agreement caused Oasis to become a wholly owned subsidiary of the
Company.  The Company issued a total 3,010,000 shares of its common stock to the
shareholders  of Oasis in  exchange  for 100% of Oasis'  issued and  outstanding
shares.

         The  Company's  primary  reason  for  acquiring  Oasis was to obtain an
ownership interest in 20 acres of real property that Oasis had under contract to
purchase from Oasis  International  Hotel & Casino, Inc. (the "Seller") pursuant
to a Real Estate Purchase  Agreement  ("Real Estate  Agreement")  dated April 9,
1998.  The  terms of the Real  Estate  Agreement  call for a  purchase  price of
$5,000,000  and a deposit of Oasis shares in the amount of 250,000 shares of its
restricted  common stock under ss.4(2) of the Securities Act of 1933,  which was
valued at  $25,000  and  applied  towards  the  purchase  price at  closing.  In
addition, Oasis was to pay $1,000,000 in cash at closing or in stock of Oasis at
50% of the bid price.

         The terms of the Real  Estate  Agreement  have since been  modified  to
allow for payments in cash or stock of the Company. Oasis closed on the property
May 7, 1998, by  transferring  1,000,000  shares of the  Company's  common stock
valued at $1.00 per  share.  The value of $1.00 was  determined  by the board of
directors based upon the limited trading volume,  the large number of shares and
the resale  restrictions  placed upon the shares.  In addition,  Oasis assumed a
$550,000 First Deed of Trust secured by the property and

                                        4

<PAGE>


550,000  shares of common stock of the Company.  The term of the note is for one
year with an option to renew for an additional  year with interest only payments
of $5,000 per month with an  interest of 10.9%  annually.  As an  inducement  to
convince the First Deed of Trust holder to extend credit to Oasis, an additional
100,000 shares of the Company's  common stock was issued to the First Deed Trust
Holder and the amount of the under  lying debt was  increased  from  $300,000 to
$550,000.  The Company and Oasis agreed to this arrangement  because of its lack
of  operating  history and the high degree of risk  involved  in  executing  the
Company's and Oasis' plan of operations.

         The  Sellers  agreed  to  accept a Second  Deed of Trust in the  amount
$3,425,000.  The  term of the  Second  Deed of  Trust  is for 30  years  with an
interest rate of 9% with payment being made monthly. To date, Oasis has made all
the  required  payments  under the terms of the First and Second Deeds of Trust.
The  Company's  ability to continue to make the required  payments is contingent
upon the Company or Oasis raising  additional  capital to begin  operations  and
obtaining additional financing.

         Furthermore,  Oasis has not  obtained  an MAI  appraisal  on the Oasis,
Nevada property. Although no MAI appraisal has been obtained management believes
that the  purchase  price  is fair  and  reflects  the  value  of the  property.
Management bases it opinion on the Company's  intended use for the property as a
casino  and  entertainment  center;  the sale of casino  property  in  Wendover,
Nevada,  located  approximately 30 miles from the Oasis, Nevada property and the
initial  feasibility study conducted by Development which outlines the amount of
funds  typically  allocated  for the purchase of property  intended for use as a
casino.  The  Oasis,  Nevada  property  is  currently  zoned for casino or other
commercial use.

         The  Company's   subsidiary  is  currently  seeking  out  sophisticated
investors to purchase its shares in order to renovate  existing  improvements on
the 20 acre parcel and investigate the feasibility of operating a limited casino
operation which would include  approximately 10 slot machines.  The improvements
include a truck stop with gas pumps and shower facilities,  a convenience store,
a  restaurant  and a small  motel.  All of  these  structures  need  substantial
renovations.  The initial projections show that Oasis will need about $1,000,000
to cover property payments, renovations and operating deficiencies for the first
year.

         The  operation of the limited  casino  operations  with the truck stop,
convenience  store,  restaurant,  and a small  motel is  included as part of the
Company's  overall  business plan being prepared by  Development.  This phase is
considered  Phase I of the  Company's  plan  of  operation  and the  preliminary
projections of $40,000,000 stated above is set forth as Phase III. The Company's
ultimate goal is to attain profitability through its plans as set forth in Phase
III. While the Company's  management  preliminary  analysis appears to show that
the project is  feasible.  However,  management  stresses  that a  multitude  of
unexpected occurrences could render the plan unfeasible. Furthermore, management
anticipates  difficulty in obtaining financing because the Company lacks a track
record in the  casino  business.  Since the  Company  will  most  likely  have a
difficult time obtaining financing, the probability of success is currently low.

         To account for the high degree of risk and the current low  probability
for success in  starting up a casino and  entertainment  center,  management  is
currently  searching out acquisition and merger candidates in the casino,  hotel
or resort  business.  In  addition,  the  Company has hired  several  consulting
companies to assist the Company in finding these candidates as well as assist in
the  preparation  of its corporate  documents.  During the quarter ended May 31,
1998, the Company issued 708,962 shares of its stock to these consultants.

         On May 1, 1998,  the Company also  entered  into an Exchange  Agreement
with NuOasis International,  Inc., a corporation organized under the laws of the
commonwealth of Bahamas  ("International")  whereby the Company issued 1,000,000
of its restricted shares of common stock in exchange for 3,250,000 shares of

                                        5

<PAGE>

NuOasis Resorts,  Inc., a Nevada corporation,  stock.  Pursuant to this Exchange
Agreement the Company granted  International an option to purchase up to 250,000
shares of its common stock at $.10 per share.  The term of the option is through
July 1,  1999,  and allows  International  to adjust the number of options to an
amount  that allows  International  to  maintain  the greater of its  percentage
ownership in the Company of 19.5% or a $2.5 million  market value based upon the
trading price of the Company's  stock on the NASDAQ bulletin board. In addition,
the  Company  is  required  to approve  the  appointment  of a  director  to the
Company's  board of directors  upon  submission of a candidate by  International
that is acceptable to the Company.

         The Company intends to continue to issue  additional  shares to pay for
services since it lacks revenues to do so. Accordingly,  the shareholders of the
Company can expect to be  substantially  diluted  until the Company can generate
sufficient revenues that would allow it to pay for its expenses in cash.


                                     PART II

ITEM 1.           LEGAL PROCEEDINGS

         The Company is not a party to any pending legal proceedings that is not
incidental to the Company's business.

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

         On April 8, 1998 at 10:15 a.m.,  the Company held a Special  Meeting of
Shareholders at 10100 Petunia Way, Sandy,  Utah 8409. The matters brought before
the shareholders, included:

         Proposal 1.       Ratification  of the  appointment  of Tammy  Gehring,
                           Cliff  Halling  and  BonnieJean  C.  Tippets  to  the
                           Company's board of directors;

         Proposal 2.       Amendment to the Company's  Articles of Incorporation
                           to increase the total number of authorized  shares of
                           the   Company's   common  stock  from   5,000,000  to
                           25,000,000;

         Proposal 3.       To effect a 1-for-100  reverse split of the Company's
                           issued and outstanding common stock; and

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











                                        6

<PAGE>

The number of vote were cast as follows:



                    FOR           AGAINST         ABSTAIN             WITHHELD

Proposal 1.        2,794,093       11,333          5,200                 0
 Ms. Gehring
Proposal 1.        2,760,093       45,333          5,200                 0
Mr. Halling
Proposal 1.        2,800,093        5,333          5,200                 0
Ms. Tippetts
Proposal 2.        2,512,277       14,900          3,983                 0
Proposal 3.        2,737,643       52,700         20,283                 0
Proposal 4.        2,799,793        7,500          3,333                 0


ITEM 5.           OTHER INFORMATION

Change in Control

         On May 1, 1998, Tammy Gehring, BonnieJean C. Tippetts and Cliff Halling
resigned  from their  respective  positions  as officers  and  directors  of the
Company.  The  Company's  current board and  executive  officers  consist of the
following individuals:

Name                          Age                Positions
Walter Sanders                52                 CEO, President and Director
Charles (Sonny) Longson       55                 Vice-President and Director

     Walter Sanders was appointed CEO,  President and Director of the Company on
May 1, 1998.  Mr.  Sanders is currently the Mayor of the City of West  Wendover,
Nevada and the President of Nevlink  Enterprises,  Inc. a  construction  company
("Nevlink").  Mr. Sander's  construction  experience includes the development of
both commercial and residential  projects primarily in the western region of the
United  States.  Mr.  Sanders,  through his role as  President  of  Nevlink,  is
currently focusing on the development of casinos,  hotels, golf courses, housing
projects and large public works projects. Mr. Sanders has a wide range of skills
in  engineering,  design and surveying.  Mr. Sanders  experience also includes a
substantial  role in the  development  of several  casinos  located in Wendover,
Nevada including: Nevada Crossing Hotel and Casino, State Line Hotel and Casino,
Peppermill Hotel and Casino and several other casinos.

     Charles R. Longson was appointed Vice-President and Director of the Company
on May 1, 1998.  Mr.  Longson has been the general  manager of the Silver  Smith
Casino and Resort in Wendover,  Nevada since 1979. His experience  includes over
24  years  in  developing  and  managing  large  gaming  resorts.   Mr.  Longson
specializes in start-up  construction,  including:  design,  development,  floor
layouts and operations and personnel.


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<PAGE>

Subsequent Events

         On June 18, 1998, the Company  entered into a Stock Exchange  Agreement
with Kelly's Coffee Group, Inc. ("Kelly's") whereby the Company exchanged 25,000
shares at $4.00 a share for 2,000,000  shares of Kelly's at $.05 per share.  The
Company used the trading  price as quoted on the NASDAQ  bulletin  board on June
18,  1998,  as a  basis  for  exchange.  However,  the  Company  will  book  the
transaction  for less  than  $200,000  for the 1998 year end  because  of resale
restrictions and the potential illiquidity of Kelly's stock.

         On June 18, 1998, the Company  entered into a Stock Exchange  Agreement
with  AmeriResource  Technologies,  Inc.  ("ARET") whereby the Company exchanged
113,800  shares  at $4.00 a share  for  16,257,166  shares  of ARET at $.028 per
share. The Company used the trading price as quoted on the NASDAQ bulletin board
on June 18, 1998,  as a basis for exchange.  However,  the Company will book the
transaction  for less  than  $455,200  for the 1998 year end  because  of resale
restrictions and the potential illiquidity of the ARET stock.


ITEM 6.           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 on page 10 of this Form 10-QSB, and
         are incorporated herein by this reference.

(b)  Reports on Form 8-K.  No reports  were filed on Form 8-K during the quarter
ended May 31, 1998.

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<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 17th day of July 1998.

                                                         FLEXWEIGHT CORPORATION

Date: July 17, 1998                                     By:/s/Walter G. Sanders
                                                        Name : Walter G. Sanders
                                                        Title:    President




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<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT           PAGE     DESCRIPTION
NO.               NO.

                                    MATERIAL CONTRACTS

10(i)(a)           11        Reorganization  Agreement  between  the Company and
                             Oasis Hotel Resort & Casino-III,  Inc. dated May 1,
                             1998.

10(i)(b)           21        Real Estate Purchase  Agreement between Oasis Hotel
                             Resort  &  Casino  -III,  Inc.  and  Oasis  Hotel &
                             Casino, Inc. dated April 9, 1998.

10(i)(c)           26        Exchange  Agreement between NuOasis  International,
                             Inc. and the Company dated May 21, 1998.

10(i)(d)           33        Option  Agreement  between  NuOasis  International,
                             Inc. and the Company dated May 30, 1998.



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