As filed with the  Securities  and  Exchange  Commission  on August 13, 1998.

     File No.                                  Commission file number: 0-9476


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933




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

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


                  FLEXWEIGHT CORPORATION 1998 STOCK OPTION PLAN
                              (Full Title of Plan)


                    1946 Plateau Way, Wendover, Nevada 89883
                     (Name and Address of Agent for Service)

                                 (702) 664-3484
          (Telephone number including area code, of agent for service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
                                        Proposed     Proposed
                                        Maximum      Maximum
Title of                                Offering    Aggregate    Amount of
Securities               Amount to be   Price Per    Offering   Registration
to be Registered          Registered     Share(1)    Price(1)       Fee
-----------------------  ------------   ---------   ----------  ------------
<S>                      <C>            <C>         <C>         <C>
Common Stock, $.10 p.v.    1,500,000    $ 7.18       $10,770,000  $3,177.15


                                          Total      $10,770,000  $3,177.15

(1) Bona Fide  estimate of maximum  offering  price solely for  calculating  the
registration  fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's  common stock as of
August 11, 1998, a date within five business days prior to the date of filing of
this registration statement.

</TABLE>

     In addition,  pursuant to Rule 416(c)  promulgated under the Securities Act
of 1933, this Registration Statement covers an indeterminate amount of interests
to be offered or sold pursuant to the Flexweight  Corporation  1998 Stock Option
Plan described herein.



<PAGE>

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Registrant is subject to the information requirements of the Securities
Exchange  Act of 1934 and,  in  accordance  therewith,  files  reports  with the
Securities and Exchange  Commission  (the  "Commission").  The documents  listed
below are hereby  incorporated  by reference in this  Registration  Statement on
Form S-8; and all documents  subsequently  filed by the  Registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by reference in this  Registration  Statement on Form
S-8, and shall be a part hereof from the date of the filing of such documents.

     (a)   The Registrant's Form 10-K, filed on January 21, 1998; and

     (b)   All other reports filed by the  Registrant  pursuant to Section 13(a)
           or 15(d) of the Exchange Act since August 31,1997; and

     (c)   The  description  of the  Common  Stock  which  is  contained  in the
           registration  statement  filed under the Exchange Act,  including any
           amendment  or  report   filed  for  the  purpose  of  updating   such
           description.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  herein by  reference  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.


Item 4.  Description of Securities

     The common  stock of the  Company  is  registered  under  Section 12 of the
Securities and Exchange Act of 1934, as amended.

                                    - 2 -

<PAGE>


Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

The Company's  Bylaws provide that the Company shall  indemnify its officers and
directors for any liability,  including reasonable costs of defense, arising out
of certain circumstances.

         When a person is sued or prosecuted in a criminal action,  either alone
or with others,  because he is or was a director or officer of the  corporation,
or of another  corporation  serving at the request of this  corporation,  in any
proceeding  arising  out  of  his  alleged  misfeasance  or  nonfeasance  in the
performance  of his  duties  or out of any  alleged  wrongful  act  against  the
corporation or by the  corporation,  he shall be indemnified  for his reasonable
expenses,  including attorneys' fees incurred in the defense of the proceedings,
if both of the following conditions exist:

         (a)      The  person  sued is  successful  in whole or in part,  or the
                  proceeding  against  him is settled  with the  approval of the
                  court.
         (b)      The court finds that his conduct fairly and equitably  merits
                  such indemnity.

         The  amount  of  such  indemnity  which  may be  assessed  against  the
corporation,  its  receiver,  or its  trustee,  by the court in the same or in a
separate proceeding shall be so much of the expenses,  including attorneys' fees
incurred in the defense of the proceedings, as the court determines and finds to
be reasonable.  Application  for such indemnity may be made either by the person
sued or by the attorney or other person rendering  services to him in connection
with the  defense,  and the court may  order  the fees and  expenses  to be paid
directly  to the  attorney  or other  person,  although he is not a party to the
proceeding.  Notice of the  application  for such indemnity shall be served upon
the corporation,  its receiver, or its trustee, and upon the plaintiff and other
parties to the  proceeding.  The court may order  notice to be given also to the
stockholders  in the manner provided in Article II, Section 2, for giving notice
of stockholders meetings, in such form as the court directs.

According to the Kansas  Statutes  Chapter 17, Article 63 (Statute  17-6305) the
Corporation has the power to indemnify officers, directors, employees and agents
of the Corporation under certain circumstances. Below is the statute in full:

         (a)      A corporation shall have power to indemnify any person who was
                  or is a party,  or is  threatened  to be made a party,  to any
                  threatened,  pending or completed action,  suit or proceeding,
                  whether  civil,  criminal,  administrative  or  investigative,
                  other than an action by or in the right of the corporation, by
                  reason  of the fact that  such  person  is or was a  director,
                  officer,  employee or agent of the  corporation,  or is or was
                  serving  at the  request  of the  corporation  as a  director,
                  officer,   employee   or   agent   of   another   corporation,
                  partnership, joint venture, trust or other enterprise, against
                  expenses,  judgments,  fines and  amounts  paid in  settlement
                  actually and reasonably  incurred by such person in connection
                  with such action, suit or proceeding, including attorney fees,
                  if such person acted in good faith and in a manner such person
                  reasonably  believed  to be in or  not  opposed  to  the  best
                  interests  of  the  corporation;  and,  with  respect  to  any
                  criminal  action or  proceeding,  had no  reasonable  cause to
                  believe such person's conduct was unlawful. The termination of
                  any action, suit or proceeding by judgment, order, settlement,
                  conviction,   or  upon  a  plea  of  nolo  contendere  or  its
                  equivalent,  shall not, of itself,  create a presumption  that
                  the  person  did not act in good  faith and in a manner  which
                  such person reasonably believed to be in or not opposed to the
                  best  interests of the  corporation,  and, with respect to any
                  criminal action or proceeding, had reasonable cause to believe
                  that such person's conduct was unlawful.

         (b)      A corporation shall have power to indemnify any person who was
                  or is a party,  or is  threatened  to be made a party,  to any
                  threatened,  pending or completed  action or suit by or in the
                  right of the corporation to procure a judgment in its favor by
                  reason  of the fact that  such  person  is or was a  director,
                  officer,  employee or agent of the  corporation,  or is or was
                  serving at the request of the corporation as a


<PAGE>



                  director,  officer,  employee or agent of another corporation,
                  partnership,  joint venture, trust or other enterprise against
                  expenses  actually and  reasonably  incurred by such person in
                  connection  with the defense or  settlement  of such action or
                  suit,  including  attorney  fees, if such person acted in good
                  faith and in a manner such person reasonably believed to be in
                  or not opposed to the best  interests of the  corporation  and
                  except that no indemnification shall be made in respect of any
                  claim, issue or matter as to which such person shall have been
                  adjudged  to be liable to the  corporation  unless and only to
                  the  extent  that the court in which  such  action or suit was
                  brought shall  determine upon  application  that,  despite the
                  adjudication of liability but in view of all the circumstances
                  of the case, such person is fairly and reasonably  entitled to
                  indemnity for such expenses which the court shall deem proper.

         (c)      To the extent that a director, officer, employee or agent of a
                  corporation  has been successful on the merits or otherwise in
                  defense  of any  action,  suit or  proceeding  referred  to in
                  subsections (a) and (b), or in defense of any claim,  issue or
                  matter  therein,  such  director,  officer,  employee or agent
                  shall be indemnified  against expenses actually and reasonably
                  incurred by such  person in  connection  therewith,  including
                  attorney fees.

         (d)      Any  indemnification  under  subsections  (a) and (b),  unless
                  ordered by a court,  shall be made by the corporation  only as
                  authorized  in the  specific  case upon a  determination  that
                  indemnification of the director, officer, employee or agent is
                  proper in the  circumstances  because such director,  officer,
                  employee or agent has met the  applicable  standard of conduct
                  set forth in subsections (a) and (b). Such determination shall
                  be made (1) by the board of directors by a majority  vote of a
                  quorum  consisting  of directors  who were not parties to such
                  action,  suit or  proceeding,  or (2) if such a quorum  is not
                  obtainable,  or even if obtainable,  a quorum of disinterested
                  directors  so  directs,  by  independent  legal  counsel  in a
                  written opinion, or (3) by the stockholders.

         (e)      Expenses  incurred  by a director  or officer in  defending  a
                  civil or criminal  action,  suit or proceeding  may be paid by
                  the  corporation  in advance of the final  disposition of such
                  action,  suit or proceeding  upon receipt of an undertaking by
                  or on behalf of the  director  or officer to repay such amount
                  if it is ultimately determined that the director or officer is
                  not  entitled  to  be  indemnified   by  the   corporation  as
                  authorized  in this section.  Such expenses  incurred by other
                  employees  and  agents  may be so paid  upon  such  terms  and
                  conditions,   if  any,  as  the  board  of   directors   deems
                  appropriate.

         (f)      The  indemnification  and advancement of expenses provided by,
                  or granted pursuant to, the other  subsections of this section
                  shall not be  deemed  exclusive  of any other  rights to which
                  those seeking  indemnification  or advancement of expenses may
                  be entitled under any bylaw,  agreement,  vote of stockholders
                  or disinterested directors or otherwise,  both as to action in
                  a  person's  official  capacity  and as to action  in  another
                  capacity while holding such office.

         (g)      A  corporation  shall  have  power to  purchase  and  maintain
                  insurance  on behalf of any person  who is or was a  director,
                  officer,  employee or agent of the  corporation,  or is or was
                  serving  at the  request  of the  corporation  as a  director,
                  officer,   employee   or   agent   of   another   corporation,
                  partnership,  joint venture, trust or other enterprise against
                  any  liability  asserted  against  such person and incurred by
                  such  person  in any such  capacity,  or  arising  out of such
                  person's status as such,  whether or not the corporation would
                  have the power to indemnify such person against such liability
                  under the  provisions  of this  section . (h) For  purposes of
                  this section,  references to "the corporation"  shall include,
                  in  addition to the  resulting  corporation,  any  constituent
                  corporation  (including  any  constituent  of  a  constituent)
                  absorbed in a  consolidation  or merger which, if its separate
                  existence had continued, would have had power and authority to
                  indemnify its directors,  officers and employees or agents, so
                  that any person who is or was a director, officer, employee or
                  agent of such constituent corporation, or is or was serving at
                  the  request of such  constituent  corporation  as a director,
                  officer,   employee   or   agent   of   another   corporation,
                  partnership, joint venture, trust or other


<PAGE>



                  enterprise,  shall  stand  in the  same  position  under  this
                  section with respect to the resulting or surviving corporation
                  as such  person  would have with  respect to such  constituent
                  corporation if its separate existence had continued.

         (i)      For   purposes   of  this   section,   references   to  "other
                  enterprises" shall include employee benefit plans;  references
                  to "fines" shall include any excise taxes assessed on a person
                  with respect to any employee  benefit plan;  and references to
                  "serving at the request of the corporation"  shall include any
                  service  as a  director,  officer,  employee  or  agent of the
                  corporation  which imposes duties on, or involves services by,
                  such director,  officer,  employee or agent with respect to an
                  employee benefit plan, its participants or beneficiaries;  and
                  a person who acted in good faith and in a manner  such  person
                  reasonably  believed to be in the interest of the participants
                  and  beneficiaries of an employee benefit plan shall be deemed
                  to have acted in a manner "not  opposed to the best  interests
                  of the corporation" as referred to in this section.

         (j)      The  indemnification  and advancement of expenses provided by,
                  or granted  pursuant to, this section shall,  unless otherwise
                  provided when authorized or ratified,  continue as to a person
                  who has ceased to be a  director,  officer,  employee or agent
                  and shall  inure to the  benefit of the heirs,  executors  and
                  administrators of such a person.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to members of the board of  directors,  officers,  employees,  or
persons  controlling  the Company  pursuant  to the  foregoing  provisions,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore, unenforceable.


Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

  8.1    Articles of Incorporation of the Company(1)

  8.2    Amendment to Articles of Incorporation of the Company(2)

  8.3    By-Laws of the Company(1)

  8.4    The Company's 1998 Stock Option Plan

  8.6    Opinion of Kevin Woltjen, Esq. with consent.

  8.7 Consent of Jones, Jensen & Company, LLC, independent accountants.
------------------------


Item 9.  Undertakings

     1. The undersigned  Registrant  hereby undertakes to file during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration  Statement to include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement.

                                    - 5 -

<PAGE>

     2. The undersigned  Registrant  hereby  undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     3. The undersigned Registrant hereby undertakes to remove from registration
by means of a  post-effective  amendment any of the securities  being registered
which remain unsold at the termination of the offering.

     4. The  undersigned  Registrant  hereby  undertakes  that for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 that is  incorporated  by  reference in the  registration  statement
shall be deemed to be a new  registration  statement  related to the  securities
offered  therein,  and the  offering  of such  securities  at such time shall be
deemed to be the initial bona fide offering thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been  advised in the  opinion  of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                - 6 -

<PAGE>


                              SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly caused this  registration  statement on Form S-8 to be signed on its behalf
by the undersigned,  thereunto duly authorized,  in Salt Lake City, Utah, on the
date set forth below.

                                   FLEXWEIGHT CORPORATION



Dated: August 3, 1998                             By: /s/Walter G. Sanders
                                      Walter Sanders, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.


SIGNATURES                            TITLE                      DATE
------------------------   ------------------------------   ---------------


/s/ Walter G. Sanders            President, Director         August 3, 1998
Walter Sanders, President


/s/Charles Sonny Longson         Vice-President, Director    August 3, 1998
Sonny Longson, Vice-President





The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Administrator  has duly caused the  registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Salt Lake,
State of Utah on August 3, 1998.

                                        FLEXWEIGHT CORPORATION
                                        STOCK OPTION PLAN



                                       By: /s/Walter G. Sanders
                                         Walter Sanders, Plan Administrator

                                     - 7 -

<PAGE>

                               EXHIBIT INDEX


 4.4    The Company's 1998 Stock Option Plan

 4.6    Opinion of Kevin Woltjen, Esq., with consent.

 4.7    Consent of Jones, Jensen & Company, LLC, independent accountants.


                                     - 8 -
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{"company-data": {"conformed-name": "FLEXWEIGHT CORP", "cik": "0000316128", "assigned-sic": "6770", "irs-number": "480680109", "state-of-incorporation": "KS", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61657", "film-number": "98693114"}, "business-address": {"street1": "1946 PLATEAU WAY", "city": "WENDOVER", "state": "NV", "zip": "89883", "phone": "7026643484"}, "mail-address": {"street1": "1946 PLATEAU WAY", "city": "WENDOVER", "state": "UT", "zip": "89883"}}
As filed with the  Securities  and  Exchange  Commission  on August 13, 1998.

     File No.                                  Commission file number: 0-9476

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

                  FLEXWEIGHT CORPORATION 1998 STOCK OPTION PLAN
                              (Full Title of Plan)

                    1946 Plateau Way, Wendover, Nevada 89883
                     (Name and Address of Agent for Service)

                                 (702) 664-3484
          (Telephone number including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                        Maximum      Maximum
Title of                                Offering    Aggregate    Amount of
Securities               Amount to be   Price Per    Offering   Registration
to be Registered          Registered     Share(1)    Price(1)       Fee
-----------------------  ------------   ---------   ----------  ------------
Common Stock, $.10 p.v.    1,500,000    $ 7.18       $10,770,000  $3,177.15

                                          Total      $10,770,000  $3,177.15

(1) Bona Fide  estimate of maximum  offering  price solely for  calculating  the
registration  fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's  common stock as of
August 11, 1998, a date within five business days prior to the date of filing of
this registration statement.
In addition,  pursuant to Rule 416(c)  promulgated under the Securities Act
of 1933, this Registration Statement covers an indeterminate amount of interests
to be offered or sold pursuant to the Flexweight  Corporation  1998 Stock Option
Plan described herein.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Registrant is subject to the information requirements of the Securities
Exchange  Act of 1934 and,  in  accordance  therewith,  files  reports  with the
Securities and Exchange  Commission  (the  "Commission").  The documents  listed
below are hereby  incorporated  by reference in this  Registration  Statement on
Form S-8; and all documents  subsequently  filed by the  Registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by reference in this  Registration  Statement on Form
S-8, and shall be a part hereof from the date of the filing of such documents.

     (a)   The Registrant's Form 10-K, filed on January 21, 1998; and

     (b)   All other reports filed by the  Registrant  pursuant to Section 13(a)
           or 15(d) of the Exchange Act since August 31,1997; and

     (c)   The  description  of the  Common  Stock  which  is  contained  in the
           registration  statement  filed under the Exchange Act,  including any
           amendment  or  report   filed  for  the  purpose  of  updating   such
           description.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  herein by reference  shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  herein by  reference  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities

     The common  stock of the  Company  is  registered  under  Section 12 of the
Securities and Exchange Act of 1934, as amended.

                                    - 2 -
Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

The Company's  Bylaws provide that the Company shall  indemnify its officers and
directors for any liability,  including reasonable costs of defense, arising out
of certain circumstances.

         When a person is sued or prosecuted in a criminal action,  either alone
or with others,  because he is or was a director or officer of the  corporation,
or of another  corporation  serving at the request of this  corporation,  in any
proceeding  arising  out  of  his  alleged  misfeasance  or  nonfeasance  in the
performance  of his  duties  or out of any  alleged  wrongful  act  against  the
corporation or by the  corporation,  he shall be indemnified  for his reasonable
expenses,  including attorneys' fees incurred in the defense of the proceedings,
if both of the following conditions exist:

         (a)      The  person  sued is  successful  in whole or in part,  or the
                  proceeding  against  him is settled  with the  approval of the
                  court.
         (b)      The court finds that his conduct fairly and equitably  merits
                  such indemnity.

         The  amount  of  such  indemnity  which  may be  assessed  against  the
corporation,  its  receiver,  or its  trustee,  by the court in the same or in a
separate proceeding shall be so much of the expenses,  including attorneys' fees
incurred in the defense of the proceedings, as the court determines and finds to
be reasonable.  Application  for such indemnity may be made either by the person
sued or by the attorney or other person rendering  services to him in connection
with the  defense,  and the court may  order  the fees and  expenses  to be paid
directly  to the  attorney  or other  person,  although he is not a party to the
proceeding.  Notice of the  application  for such indemnity shall be served upon
the corporation,  its receiver, or its trustee, and upon the plaintiff and other
parties to the  proceeding.  The court may order  notice to be given also to the
stockholders  in the manner provided in Article II, Section 2, for giving notice
of stockholders meetings, in such form as the court directs.

According to the Kansas  Statutes  Chapter 17, Article 63 (Statute  17-6305) the
Corporation has the power to indemnify officers, directors, employees and agents
of the Corporation under certain circumstances. Below is the statute in full:

         (a)      A corporation shall have power to indemnify any person who was
                  or is a party,  or is  threatened  to be made a party,  to any
                  threatened,  pending or completed action,  suit or proceeding,
                  whether  civil,  criminal,  administrative  or  investigative,
                  other than an action by or in the right of the corporation, by
                  reason  of the fact that  such  person  is or was a  director,
                  officer,  employee or agent of the  corporation,  or is or was
                  serving  at the  request  of the  corporation  as a  director,
                  officer,   employee   or   agent   of   another   corporation,
                  partnership, joint venture, trust or other enterprise, against
                  expenses,  judgments,  fines and  amounts  paid in  settlement
                  actually and reasonably  incurred by such person in connection
                  with such action, suit or proceeding, including attorney fees,
                  if such person acted in good faith and in a manner such person
                  reasonably  believed  to be in or  not  opposed  to  the  best
                  interests  of  the  corporation;  and,  with  respect  to  any
                  criminal  action or  proceeding,  had no  reasonable  cause to
                  believe such person's conduct was unlawful. The termination of
                  any action, suit or proceeding by judgment, order, settlement,
                  conviction,   or  upon  a  plea  of  nolo  contendere  or  its
                  equivalent,  shall not, of itself,  create a presumption  that
                  the  person  did not act in good  faith and in a manner  which
                  such person reasonably believed to be in or not opposed to the
                  best  interests of the  corporation,  and, with respect to any
                  criminal action or proceeding, had reasonable cause to believe
                  that such person's conduct was unlawful.

         (b)      A corporation shall have power to indemnify any person who was
                  or is a party,  or is  threatened  to be made a party,  to any
                  threatened,  pending or completed  action or suit by or in the
                  right of the corporation to procure a judgment in its favor by
                  reason  of the fact that  such  person  is or was a  director,
                  officer,  employee or agent of the  corporation,  or is or was
                  serving at the request of the corporation as a
director,  officer,  employee or agent of another corporation,
                  partnership,  joint venture, trust or other enterprise against
                  expenses  actually and  reasonably  incurred by such person in
                  connection  with the defense or  settlement  of such action or
                  suit,  including  attorney  fees, if such person acted in good
                  faith and in a manner such person reasonably believed to be in
                  or not opposed to the best  interests of the  corporation  and
                  except that no indemnification shall be made in respect of any
                  claim, issue or matter as to which such person shall have been
                  adjudged  to be liable to the  corporation  unless and only to
                  the  extent  that the court in which  such  action or suit was
                  brought shall  determine upon  application  that,  despite the
                  adjudication of liability but in view of all the circumstances
                  of the case, such person is fairly and reasonably  entitled to
                  indemnity for such expenses which the court shall deem proper.

         (c)      To the extent that a director, officer, employee or agent of a
                  corporation  has been successful on the merits or otherwise in
                  defense  of any  action,  suit or  proceeding  referred  to in
                  subsections (a) and (b), or in defense of any claim,  issue or
                  matter  therein,  such  director,  officer,  employee or agent
                  shall be indemnified  against expenses actually and reasonably
                  incurred by such  person in  connection  therewith,  including
                  attorney fees.

         (d)      Any  indemnification  under  subsections  (a) and (b),  unless
                  ordered by a court,  shall be made by the corporation  only as
                  authorized  in the  specific  case upon a  determination  that
                  indemnification of the director, officer, employee or agent is
                  proper in the  circumstances  because such director,  officer,
                  employee or agent has met the  applicable  standard of conduct
                  set forth in subsections (a) and (b). Such determination shall
                  be made (1) by the board of directors by a majority  vote of a
                  quorum  consisting  of directors  who were not parties to such
                  action,  suit or  proceeding,  or (2) if such a quorum  is not
                  obtainable,  or even if obtainable,  a quorum of disinterested
                  directors  so  directs,  by  independent  legal  counsel  in a
                  written opinion, or (3) by the stockholders.

         (e)      Expenses  incurred  by a director  or officer in  defending  a
                  civil or criminal  action,  suit or proceeding  may be paid by
                  the  corporation  in advance of the final  disposition of such
                  action,  suit or proceeding  upon receipt of an undertaking by
                  or on behalf of the  director  or officer to repay such amount
                  if it is ultimately determined that the director or officer is
                  not  entitled  to  be  indemnified   by  the   corporation  as
                  authorized  in this section.  Such expenses  incurred by other
                  employees  and  agents  may be so paid  upon  such  terms  and
                  conditions,   if  any,  as  the  board  of   directors   deems
                  appropriate.

         (f)      The  indemnification  and advancement of expenses provided by,
                  or granted pursuant to, the other  subsections of this section
                  shall not be  deemed  exclusive  of any other  rights to which
                  those seeking  indemnification  or advancement of expenses may
                  be entitled under any bylaw,  agreement,  vote of stockholders
                  or disinterested directors or otherwise,  both as to action in
                  a  person's  official  capacity  and as to action  in  another
                  capacity while holding such office.

         (g)      A  corporation  shall  have  power to  purchase  and  maintain
                  insurance  on behalf of any person  who is or was a  director,
                  officer,  employee or agent of the  corporation,  or is or was
                  serving  at the  request  of the  corporation  as a  director,
                  officer,   employee   or   agent   of   another   corporation,
                  partnership,  joint venture, trust or other enterprise against
                  any  liability  asserted  against  such person and incurred by
                  such  person  in any such  capacity,  or  arising  out of such
                  person's status as such,  whether or not the corporation would
                  have the power to indemnify such person against such liability
                  under the  provisions  of this  section . (h) For  purposes of
                  this section,  references to "the corporation"  shall include,
                  in  addition to the  resulting  corporation,  any  constituent
                  corporation  (including  any  constituent  of  a  constituent)
                  absorbed in a  consolidation  or merger which, if its separate
                  existence had continued, would have had power and authority to
                  indemnify its directors,  officers and employees or agents, so
                  that any person who is or was a director, officer, employee or
                  agent of such constituent corporation, or is or was serving at
                  the  request of such  constituent  corporation  as a director,
                  officer,   employee   or   agent   of   another   corporation,
                  partnership, joint venture, trust or other
enterprise,  shall  stand  in the  same  position  under  this
                  section with respect to the resulting or surviving corporation
                  as such  person  would have with  respect to such  constituent
                  corporation if its separate existence had continued.

         (i)      For   purposes   of  this   section,   references   to  "other
                  enterprises" shall include employee benefit plans;  references
                  to "fines" shall include any excise taxes assessed on a person
                  with respect to any employee  benefit plan;  and references to
                  "serving at the request of the corporation"  shall include any
                  service  as a  director,  officer,  employee  or  agent of the
                  corporation  which imposes duties on, or involves services by,
                  such director,  officer,  employee or agent with respect to an
                  employee benefit plan, its participants or beneficiaries;  and
                  a person who acted in good faith and in a manner  such  person
                  reasonably  believed to be in the interest of the participants
                  and  beneficiaries of an employee benefit plan shall be deemed
                  to have acted in a manner "not  opposed to the best  interests
                  of the corporation" as referred to in this section.

         (j)      The  indemnification  and advancement of expenses provided by,
                  or granted  pursuant to, this section shall,  unless otherwise
                  provided when authorized or ratified,  continue as to a person
                  who has ceased to be a  director,  officer,  employee or agent
                  and shall  inure to the  benefit of the heirs,  executors  and
                  administrators of such a person.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to members of the board of  directors,  officers,  employees,  or
persons  controlling  the Company  pursuant  to the  foregoing  provisions,  the
Company has been  informed  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

  8.1    Articles of Incorporation of the Company(1)

  8.2    Amendment to Articles of Incorporation of the Company(2)

  8.3    By-Laws of the Company(1)

  8.4    The Company's 1998 Stock Option Plan

  8.6    Opinion of Kevin Woltjen, Esq. with consent.

  8.7 Consent of Jones, Jensen & Company, LLC, independent accountants.
------------------------

Item 9.  Undertakings

     1. The undersigned  Registrant  hereby undertakes to file during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration  Statement to include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement.

                                    - 5 -
2. The undersigned  Registrant  hereby  undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities  offered  therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     3. The undersigned Registrant hereby undertakes to remove from registration
by means of a  post-effective  amendment any of the securities  being registered
which remain unsold at the termination of the offering.

     4. The  undersigned  Registrant  hereby  undertakes  that for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 that is  incorporated  by  reference in the  registration  statement
shall be deemed to be a new  registration  statement  related to the  securities
offered  therein,  and the  offering  of such  securities  at such time shall be
deemed to be the initial bona fide offering thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been  advised in the  opinion  of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                - 6 -
SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly caused this  registration  statement on Form S-8 to be signed on its behalf
by the undersigned,  thereunto duly authorized,  in Salt Lake City, Utah, on the
date set forth below.

                                   FLEXWEIGHT CORPORATION

Dated: August 3, 1998                             By: /s/Walter G. Sanders
                                      Walter Sanders, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.

SIGNATURES                            TITLE                      DATE
------------------------   ------------------------------   ---------------

/s/ Walter G. Sanders            President, Director         August 3, 1998
Walter Sanders, President

/s/Charles Sonny Longson         Vice-President, Director    August 3, 1998
Sonny Longson, Vice-President

The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Administrator  has duly caused the  registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Salt Lake,
State of Utah on August 3, 1998.

                                        FLEXWEIGHT CORPORATION
                                        STOCK OPTION PLAN

                                       By: /s/Walter G. Sanders
                                         Walter Sanders, Plan Administrator

                                     - 7 -
EXHIBIT INDEX

 4.4    The Company's 1998 Stock Option Plan

 4.6    Opinion of Kevin Woltjen, Esq., with consent.

 4.7    Consent of Jones, Jensen & Company, LLC, independent accountants.

                                     - 8 -