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 7, 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 ( ).

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                                  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
         Howard Bernstein
________________________________________________________________________________

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
         A Florida Resident
________________________________________________________________________________

                           7)       SOLE VOTING POWER         650,000
NUMBER OF                  _____________________________________________________
SHARES
BENEFICIALLY               8)       SHARED VOTING POWER
OWNED BY                   _____________________________________________________
EACH
REPORTING                  9)       SOLE DISPOSITIVE POWER    650,000
PERSON WITH                _____________________________________________________

                           10)      SHARED DISPOSITIVE POWER
________________________________________________________________________________

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         Bernstein - 650,000
________________________________________________________________________________

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

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         21.24%
________________________________________________________________________________

14)      TYPE OF REPORTING PERSON
         IN


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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 Howard Bernstein ("Bernstein")

(b)      The  principal  address for  Bernstein  is 324 North Dale Mabry,  #301,
         Tampa, Florida 33609.

(c)      Bernstein is employed as a private lender and investor.

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

(e)      During the last five years,  Bernstein  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.

(f)      Bernstein is a resident of the State of Florida.

Item 3.  Source and Amount of Funds or Other Consideration

         On May 7, 1998,  Bernstein  received  100,000 shares of common stock of
the Issuer as an  inducement  to extend  credit to Oasis Hotel,  Resort & Casino
III, Inc.  Bernstein also received  550,000 shares of common stock of the Issuer
on May 13, 1998, to serve as collateral for the loan of $550,000 to Oasis Hotel,
Resort & Casino III,  Inc. the terms of the loan require  monthly  interest only
payments at an interest  rate of 10.9% per annum,  with a term of one year.  The
debt is further secured by 18.289 acres located in Oasis, Nevada.

Item 4.  Purpose of Transaction

The purpose of the  transactions  was to obtain financing for the acquisition of
real estate located in Oasis, Nevada by Oasis Hotel, Resort & Casino III, Inc.

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 Bernstein is 650,000 shares or
         21.22% of the Issuers issued and outstanding shares as of May 13, 1998,
         reported  to  be  3,063,182  by  the  Issuer's  transfer  agent.  As of
         September 22, 1998 the Issuers issued and outstanding shares,  reported
         to be 16,136,320 by the Issuer's transfer agent, which reflects a 4.03%
         ownership.

(b)      Bernstein  has the sole power to vote or direct the vote and to dispose
         or direct the  disposition  of the 650,000  shares.  Bernstein does not
         share his right to vote or direct  the vote or  dispose  or direct  the
         disposition of the 650,000 shares.

(c)      None


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(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)      N/A

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

         None

Item 7.  Material to Be Filed as Exhibits.

         None.



         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/ Howard Bernstein
                                                            --------------------
                                                            Howard Bernstein

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


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