As filed with the Securities and Exchange Commission on September 15, 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
                         ------------------------------
             (Exact name of registrant as specified in its charter)

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


                      915 N. Wells, Wendover, Nevada 89883
                    ----------------------------------------
                    (Address of principal executive offices)


                1998 Stock Option Plan of Flexweight Corporation
                ------------------------------------------------
                              (Full Title of Plan)


              Walter Sanders, 915 N. Wells, Wendover, Nevada 89883
              ----------------------------------------------------
            (Name, address,including zip code, of agent for service)

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

<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>
$.10 P.V. Common Stock   1,018,333      $6.125      $6,237,290  $1,840


(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) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan described herein.


                                       1
<PAGE>

                                Explanatory Note
                                ----------------

     The Company is  registering  additional  shares under its 1998 Stock Option
Plan filed on Form S-8 with  Securities  and Exchange  Commission  on August 13,
1998,  Commission  file number  333-61657.  The Company's 1998 Stock Option Plan
filed on Form S-8 on August 13, 1998, is hereby  incorporated  by reference into
this Form S-8 registration statement.  The Company has further modified the 1998
Stock Option Plan to account for the issuance of an additional  1,018,333 shares
being registered on this Form S-8. The registration of additional  shares is for
the purpose of compensating certain consultants covered under the Company's 1998
Stock Option Plan for services  rendered in  connection  with an Asset  Purchase
Agreement signed by the Company on September 14, 1998.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all  securities  covered by this  Registration  Statement have been sold or
that  de-registers  all such securities then remaining  unsold,  all reports and
other documents  subsequently  filed by the Company  pursuant to Sections 13(a),
13(c),  14, or 15(d) of the Exchange Act shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from the date of the filing of such
reports and documents.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wendover, State of Nevada, on September 15, 1998.

                                               FLEXWEIGHT CORPORATION
                                               By: /s/Walter G. Sanders
                                                  ----------------------
                                                  Walter Sanders, President


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Walter G. Sanders with power of substitution,  as
his attorney-in-fact for him, in all capacities,  to sign any amendments to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

                                       2
<PAGE>

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                        Title                        Date
---------                        -----                        ----

/s/ Walter G. Sanders   President, Acting Chief Financial   September 15, 1998
---------------------   Officer and Director
Walter G. Sanders


/s/ Charles Longson     Vice President and Director         September 15, 1998
-------------------
Charles Longson

                                       3

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                           THE SECURITIES ACT OF 1933

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

                             Flexweight Corporation
                             (A Kansas Corporation)

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

                                       4
<PAGE>

                               INDEX TO EXHIBITS
                               -----------------


Exhibits  SEC Ref. No.  Description                                 Sequentially
                        of Exhibit                                  Number Pages
--------  ------------  -----------                                 ------------
   A          10        Asset Purchase Agreement between the
                        Company and NuOASIS International, Inc.
                        dated September 14, 1998

   B          10        Consulting Agreement between the Company
                        and Hudson Consulting Group, Inc. dated
                        July 18, 1998

   C        5, 23(b)    Opinion and consent of Counsel with
                        respect to the legality of the issuance
                        of securities being issued

   D         23(a)      Consent of Accountant
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8159}]
{"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": "333-63521", "film-number": "98710619"}, "business-address": {"street1": "1946 PLATEAU WAY", "street2": "SUITE 151", "city": "WENDOVER", "state": "NV", "zip": "89883", "phone": "7026643484"}, "mail-address": {"street1": "1946 PLATEAU WAY", "street2": "SUITE 151", "city": "WENDOVER", "state": "UT", "zip": "89883"}}
As filed with the Securities and Exchange Commission on September 15, 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
                         ------------------------------
             (Exact name of registrant as specified in its charter)

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

                      915 N. Wells, Wendover, Nevada 89883
                    ----------------------------------------
                    (Address of principal executive offices)

                1998 Stock Option Plan of Flexweight Corporation
                ------------------------------------------------
                              (Full Title of Plan)

              Walter Sanders, 915 N. Wells, Wendover, Nevada 89883
              ----------------------------------------------------
            (Name, address,including zip code, of agent for service)

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

                         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
-----------------------  ------------   ---------   ----------  ------------
$.10 P.V. Common Stock   1,018,333      $6.125      $6,237,290  $1,840

(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) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan described herein.

                                       1
Explanatory Note
                                ----------------

     The Company is  registering  additional  shares under its 1998 Stock Option
Plan filed on Form S-8 with  Securities  and Exchange  Commission  on August 13,
1998,  Commission  file number  333-61657.  The Company's 1998 Stock Option Plan
filed on Form S-8 on August 13, 1998, is hereby  incorporated  by reference into
this Form S-8 registration statement.  The Company has further modified the 1998
Stock Option Plan to account for the issuance of an additional  1,018,333 shares
being registered on this Form S-8. The registration of additional  shares is for
the purpose of compensating certain consultants covered under the Company's 1998
Stock Option Plan for services  rendered in  connection  with an Asset  Purchase
Agreement signed by the Company on September 14, 1998.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all  securities  covered by this  Registration  Statement have been sold or
that  de-registers  all such securities then remaining  unsold,  all reports and
other documents  subsequently  filed by the Company  pursuant to Sections 13(a),
13(c),  14, or 15(d) of the Exchange Act shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from the date of the filing of such
reports and documents.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wendover, State of Nevada, on September 15, 1998.

                                               FLEXWEIGHT CORPORATION
                                               By: /s/Walter G. Sanders
                                                  ----------------------
                                                  Walter Sanders, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Walter G. Sanders with power of substitution,  as
his attorney-in-fact for him, in all capacities,  to sign any amendments to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

                                       2
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                        Title                        Date
---------                        -----                        ----

/s/ Walter G. Sanders   President, Acting Chief Financial   September 15, 1998
---------------------   Officer and Director
Walter G. Sanders

/s/ Charles Longson     Vice President and Director         September 15, 1998
-------------------
Charles Longson

                                       3
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                           THE SECURITIES ACT OF 1933

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

                             Flexweight Corporation
                             (A Kansas Corporation)

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

                                       4
INDEX TO EXHIBITS
                               -----------------

Exhibits  SEC Ref. No.  Description                                 Sequentially
                        of Exhibit                                  Number Pages
--------  ------------  -----------                                 ------------
   A          10        Asset Purchase Agreement between the
                        Company and NuOASIS International, Inc.
                        dated September 14, 1998

   B          10        Consulting Agreement between the Company
                        and Hudson Consulting Group, Inc. dated
                        July 18, 1998

   C        5, 23(b)    Opinion and consent of Counsel with
                        respect to the legality of the issuance
                        of securities being issued

   D         23(a)      Consent of Accountant