UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FLEXWEIGHT CORPORATION
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(Name of Issuer)
Common Stock, par value $0.10
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(Title of Class of Securities)
339385 20 5
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(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
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(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
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Howard Bernstein
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
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