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


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934


                             FLEXWEIGHT CORPORATION
                             ----------------------
                                (Name of Issuer)


                          Common Stock, par value $0.10
                          -----------------------------
                         (Title of Class of Securities)


                                   339385 20 5
                                   -----------
                                   (CUSIP NO.)


Walter Sanders 915 North Wells  Wendover,  Nevada,  89883 (702) 664-3484  (Name,
address  and  telephone  number of person  authorized  to  receive  notices  and
communications)


                                   May 1, 1998
                                   -----------
             (Date of Event which Requires Filing of This Statement)



If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is  subject of this  Schedule  13D,  and is filing  this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).



Check the following box if a fee is being paid with the statement ( ).





                                  SCHEDULE 13D

CUSIP No. 339385-20-5                                          Page 2 of 4 Pages

________________________________________________________________________________

1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Walter Sanders
________________________________________________________________________________

2)       CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP     (A)  ( )
                                                                        (B)  ( )
________________________________________________________________________________

3)       SEC USE ONLY
________________________________________________________________________________

4)       SOURCE OF FUNDS
         OO
________________________________________________________________________________

5)       CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO
         ITEMS 2(d) or 2(e). [ ]
________________________________________________________________________________

6)       CITIZENSHIP OR PLACE OF ORGANIZATION
         Wendover, Nevada
________________________________________________________________________________

                           7)       SOLE VOTING POWER         2,000,000
NUMBER OF                  _____________________________________________________
SHARES
BENEFICIALLY               8)       SHARED VOTING POWER                - 0 -
OWNED BY                   _____________________________________________________
EACH
REPORTING                  9)       SOLE DISPOSITIVE POWER             2,000,000
PERSON WITH                _____________________________________________________

                           10)      SHARED DISPOSITIVE POWER           - 0 -
________________________________________________________________________________

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         2,000,000
________________________________________________________________________________

12)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES (  )
________________________________________________________________________________

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         25.81%
________________________________________________________________________________

14)      TYPE OF REPORTING PERSON
         Individual


                                       2



Item 1.  Security and Issuer

This  schedule  relates  to the common  stock,  par value  $0.10 per  share,  of
Flexweight  Corporation  ("Common  Stock").  Flexweight  Corporation is a Kansas
corporation  with  principal  executive  offices at 915 North  Wells,  Wendover,
Nevada 89883. ("Issuer").

Item 2.  Identity and Background

(a)      This statement is filed by Walter Sanders.

(b)      The principal address for Walter Sanders is 915 North Wells,  Wendover,
         Nevada 89883.

(c)      Walter Sanders is presently President of Flexweight Corporation and the
         mayor of Wendover, Nevada.

(d)      Walter Sanders has not been convicted in a criminal  proceeding  during
         the last five years.

(e)      During the last five years,  Walter Sanders,  has not been a party to a
         civil  proceeding  that  resulted in a judgment,  decree or final order
         enjoining future violations of, or prohibiting or mandating  activities
         subject to, federal or state  securities  laws or finding any violation
         with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

On May 1, 1998, Walter Sanders received  2,000,000 shares of common stock of the
Issuer  pursuant  to  a  Reorganization  Agreement  filed  whereby  Mr.  Sanders
exchanged  2,000,000  shares  of $.001 par value  common  stock of Oasis  Hotel,
Resort & Casino -III, Inc. ("Oasis")


Item 4.  Purpose of Transaction

The purpose of the  transaction was to consummate a reverse merger pursuant to a
Reorganization Agreement signed May 1, 1998 (the "Reorganization").  Pursuant to
the  Reorganization  the Issuer  issued a total  3,010,000  shares of its common
stock to its wholly owned  subsidiary Flex Holdings,  Inc.  ("Flex") to effect a
merger between Oasis and Flex. The  shareholders  of Oasis received one share of
the Issuer for one share of Oasis.  The board of  directors  and officers of the
Issuer  resigned and  appointed  Walter  Sanders as a director and president and
Charles  Longson as a director  and vice  president.  Both Mr.  Sanders  and Mr.
Longson also  comprise the board of directors  and officers of Oasis.  (For more
information on this transaction see "Item. 5 Other  Information" on the Issuer's
Form 8-K filed May 31, 1998.  The Issuer's Form 8-K filed May 1, 1998, is hereby
incorporated by this reference into this Form 13D.)

Item 5.  Interest in Securities of the Issuer

(a) The  aggregate  number  and  percentage  of class of  securities  identified
pursuant to Item 1  beneficially  owned by Mr.  Sanders is  2,000,000  shares or
25.81% of the Issuers  issued and  outstanding  shares as of September 14, 1998,
reported to be 7,747,987 by the Issuer's transfer agent.


                                       3


(b) Mr.  Sanders has the sole power to vote or direct the vote and to dispose or
direct the disposition of the 2,000,000  shares.  He does not share his right to
vote or direct the vote or dispose or direct the  disposition  of the  2,000,000
shares.

(c) There were no transactions in the class of securities  reported on that were
effected during the last sixty days aside from those discussed herein.

(d) No person aside from the  reporting  person  listed  herein has the right to
receive or power to direct the receipt of dividends  from,  or the proceeds from
the sale of, such securities.

(e)  Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.


There are no current contracts,  arrangements,  understandings, or relationships
with respect to the securities of the issuer that will result in any issuance to
the reporting individual.


Item 7.  Material to Be Filed as Exhibits.

Reorganization  Agreement  between  the Issuer and Oasis Hotel , Resort & Casino
- -III, Inc. dated May 1, 1998.


         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.




Date: September 17, 1998                                      /s/ Walter Sanders
                                                              ------------------
                                                              Walter Sanders


Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1061).