SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934


                       For the fiscal year ended 12-31-96
                        Commission file number 33-7075-LA

                           KIMBELL - deCAR CORPORATION
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

                    COLORADO                      33-0179781
                    ----------------------        ------------------
                    (State of incorporation)      (I.R.S. Employer
                                                   Identification No.)

                1820 SHARPLESS DRIVE, LA HABRA HEIGHTS, CA 90631
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

            Registrant's telephone number, including area code: None

           Securities registered pursuant to Section 12(b) of the Act:

                            Title of each class: NONE

                 Name of each exchange on which registered: N/A

           Securities registered pursuant to Section 12(g) of the Act:

                    Title of each class: Common No Par Value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                      Yes                            No  X

Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.       X

State issuer's revenues for its most recent fiscal year. $0



                                        1

<PAGE>



Transitional Small Business Disclosure Format:

                           ______ Yes                ___X____ No

Aggregate market value of the voting stock held by non-affiliates
of the registrant as of December 31, 1996:  $0

Number of outstanding shares of the registrant's no par value
common stock, as of December 31, 1996: 30,000,000






















                                        2

<PAGE>



                                     PART 1

Item 1.           Business

         The Company was  incorporated  under the laws of the State of Colorado.
         Since  its   inception,   the   Company  was   engaged   primarily   in
         organizational  activities,  including the raising of initial financing
         and  initiating  activities  related  to the  importation  of men's and
         ladies clothing and related products on behalf of wholesales  purchaser
         customers  located in the United  States  (the "U.S.  Customers").  The
         business  failed in 1990 and the Company has been inactive  since then.
         The Company's executive offices are located at 1820 Sharpless Drive, La
         Habra Heights,  California  90631,  with a mailing  address of P.O. Box
         873, La Habra Heights, California 90633.

         No  significant  business  activity was conducted by the Company during
         the fiscal year. As a result,  no income was realized by the Company in
         its last fiscal year. The Company entered into  negotiations to acquire
         another business in the year. The Company incurred consultants fees and
         expenses in its effort. The acquisition  attempt failed in 1997 and no
         business was acquired.

         The Company was  inactive and  presently  does not  participate  in any
         industry segment.  The Company had no material  revenues,  or operating
         profits or identifiable assets attributable to its industry segment.

Item 2.           PROPERTY

         The Company does not have any formal offices at year end.
         Records are maintained and mail received at 1820 Sharpless Drive, La
         Habra Heights, CA  90631.  The company owns no real property.

Item 3.           LEGAL PROCEEDINGS

         The  Company is a party to no  pending  legal  proceedings,  nor is its
         property subject to such proceedings, at year end 1996.

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS

         No matters were submitted during the fiscal year covered by this report
         to a vote of security holders of the Company,  through the solicitation
         of proxies or otherwise.


                                        3

<PAGE>



                                     PART II

Item 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS

         As of the  date of this  report,  management  knows  of no  trading  or
         quotation of the Company's  common stock. The range of high and low bid
         quotations for each fiscal  quarter since the last report,  as reported
         by the National Quotation Bureau Incorporated, was as follows:

                                 1996                          HIGH     LOW

                           First quarter                      *          *
                           Second quarter                     *          *
                           Third quarter                      *          *
                           Fourth quarter                     *          *

                                 1995                          HIGH     LOW

                           First quarter                      *          *
                           Second quarter                     *          *
                           Third quarter                      *          *
                           Fourth quarter                     *          *

                                 1994                          HIGH     LOW

                           First quarter                      *          *
                           Second quarter                     *          *
                           Third quarter                      *          *
                           Fourth quarter                     *          *

* No quotations reported

         The  above  quotations  reflect  inter-dealer  prices,  without  retail
         mark-up,  mark-down,  or commission and may not  necessarily  represent
         actual transactions.

         As of December 31, 1996,  there were 40 record holders of the Company's
         common Stock.

         The Company has not  declared or paid any cash  dividends on its common
         stock and does not  anticipate  paying  dividends  for the  foreseeable
         future.



                                        4

<PAGE>



Item 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                  FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION

         No operations  were  conducted  and no revenues  were  generated in the
fiscal  year.  The  Company  had no income in 1996.  The  Company  entered  into
negotiations for the acquisition of a business and incurred  consulting fees and
expenses in conjunction therewith.  The transaction failed to be completed.  The
Company at year end had no capital, no cash, and no other assets. The Company at
year end was totally  illiquid and needed cash  infusions from  shareholders  to
provide capital, or loans from any sources.

                  RESULTS OF OPERATIONS

1996 Compared to 1995

         During the fiscal year ended  December 31, 1996,  the Company  incurred
$3,085 in  general  and  administrative  expenses,  and  incurred  $131,707  for
services  of  consultants.  In 1995 the  Company  incurred  $500 in General  and
Administrative   expenses,   and  $0  for  services  rendered  by  officers  and
consultants.  At present,  the Company  has no  business  income or  operations.
Accordingly,  the reported financial information herein may not be indicative of
future operating results.  Loss on operations in 1996 was ($165,168) compared to
the 1995 loss on operations ($500).

1995 Compared to 1994

         During the fiscal year ended  December 31, 1995,  the Company  incurred
$500 general and  administrative  expenses,  and $0 for services  contributed by
officers.  In 1994 the  Company  incurred  $105 in  General  and  Administrative
expenses,  and $0 for services rendered by officers. At present, the Company has
no  business  income  or  operations.   Accordingly,   the  reported   financial
information  herein may not be indicative of future operating  results.  Loss on
operations in 1995 was ($500) compared to the 1994 loss on operations ($105).

Item 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  Please refer to pages F-1 through F-7.

Item 8.           CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE

                  Michael B.  Johnson & Company,  CPA's of Denver,  Colorado was
retained  in 1998 as  auditors  for the  Company  for fiscal  year  1996.  Prior
auditors for the Company were Doran Peck, C.P.A., P.C.
of Denver for the fiscal years 1991 through 1995.

                                        5

<PAGE>




         In  connection  with  audits of two most  recent  fiscal  years and any
interim period preceding  resignation,  no  disagreements  exist with any former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the  satisfaction of the former  accountant would have caused him to
make  reference  in  connection  with his  report to the  subject  matter of the
disagreement(s).

         The  decision  to  change  accountants  was  approved  by the  Board of
Directors as the registrant has no audit committee.

         The principal  accountants' reports on the financial statements for any
of the past two years  contained no adverse  opinion or a disclaimer  of opinion
nor was  qualified as to  uncertainty,  audit scope,  or  accounting  principles
except for the "going concern" qualification.

                                    PART III

Item 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE
                  REGISTRANT AND COMPLIANCE WITH SECTION 16(A)

         The directors and executive  officers of the Company as of December 31,
         1996, are as follows:

          NAME                        AGE                  POSITION
-----------------------             -----              -----------------------
Virgil K. Kimbell                     76                President and Director


         The term of office of each director and  executive  officer ends at, or
immediately  after,  the next annual  meeting of  shareholders  of the  Company.
Except as otherwise indicated,  no organization by which any director or officer
has been  previously  employed  is an  affiliate,  parent or  subsidiary  of the
Company.

         VIRGIL K.  KIMBELL has served as President  and as a Director,  and has
been a Principal  Shareholder  of the Company,  since its  inception.  From 1970
until the inception of the Company, Mr. Kimbell was self-employed as a sales and
marketing  representative,  operating  under the  business  name of VKC Company,
which  he has  operated  as a sole  proprietorship,  operating  out of La  Habra
Heights,  California,  performing  sales and  marketing  functions  and  related
consulting  services,  working  closely with the  management of various  apparel
manufacturers,  both  within and  outside of the United  States.  Until March of
1986, Mr. Kimbell  served as the sole employee of VKC, which  currently  employs
three persons, including Mr. Kimbell, on a commission basis. VKC is currently an
agent  for Fox  River  Mills of  Osage,  Iowa,  Moretz  Mills of  Newton,  North
Carolina, Reliable of Milwaukee,  Milwaukee,  Wisconsin, and was for four years,

                                       6
<PAGE>


from  1978  to  1981,  the  head  of  development  for  Lane  Walker  Rudkin  of
Christchurch,  New Zealand,  for their  knitted  outwear  U.S.A.  division.  VKC
operates solely in the domestic  market and has not transacted  business with or
participated in any overseas arrangements or ventures with the exception of work
performed for Lane Walker  Rudkin,  through their U.S.  office in San Francisco,
nor does it intend to do so.  From 1960 to 1970,  Mr.  Kimbell  was  employed by
Ripon Knitting Works of Ripon, Wisconsin, an apparel manufacturer,  where he was
eventually promoted to the position of Executive Vice President.

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors,  and persons who
own more than 10% of a registered class of the Company's equity  securities,  to
file reports of ownership  and changes in ownership of equity  securities of the
Company  with the  Securities  and  Exchange  Commission  and NASDAQ.  Officers,
directors and  greater-than  10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.

         1. The  following  people did not file any reports  under Section 16(a)
during the most recent fiscal year:

         a.       Virgil K. Kimbell                  President and Director

Number of late                 Number of                          Known failures
REPORTS                        transactions not                   TO FILE FORMS
                               reported on a
                               TIMELY BASIS

a.       1                     none                         Annual Form 5 (1996)


Item 10.          EXECUTIVE COMPENSATION

         The Company  accrued no  compensation  to the  executive  officers as a
group for  services  rendered to the Company in all  capacities  during the 1996
fiscal year. No one executive officer received,  or has accrued for his benefit,
in excess of $60,000  for the year.  No cash  bonuses  were or are to be paid to
such persons.

         The Company does not have any employee incentive stock option plans.

         There are no plans pursuant to which cash or non-cash  compensation was
paid or  distributed  during the last fiscal year,  or is proposed to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which


                                       7
<PAGE>

result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.

<TABLE>
<CAPTION>

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES
<S>                       <C>           <C>                 <C>            <C>                         <C>              <C>
                                                     Annual Compensation                                                Awards
====================================================================================================================================
Name and                  Year           Salary             Bonus          Other Annual                Restricted       Securities
Principal                                ($)                ($)            Compensation                Stock            Underlying
Position                                                                   ($)                         Award(s)         Options/
                                                                                                       ($)              SARs (#)
------------------------------------------------------------------------------------------------------------------------------------
Virgil K.                 1994           0                  0              0                           0                       0
Kimbell,
President               ------------------------------------------------------------------------------------------------------------
                          1995           0                  0              0                           0                       0
                        ------------------------------------------------------------------------------------------------------------
                          1996           0                  0              0                           0                       0
====================================================================================================================================
</TABLE>

         Option/SAR Grants Table (None)

         Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End
Option/SAR value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
<TABLE>
<CAPTION>

(Except for  compensation of Officers who are also Directors which  Compensation
is listed in Summary Compensation Table of Executives)

<S>                                <C>                 <C>                <C>                     <C>               <C>       
                                                    Cash Compensation                                   Security Grants
===================================================================================================================================
Name                               Annual               Meeting           Consulting               Number           Number of
                                   Retainer             Fees              Fees/Other               of               Securities
                                   Fees ($)             ($)               Fees ($)                 Shares           Underlying
                                                                                                   (#)              Options/SARs(#)
------------------------------------------------------------------------------------------------------------------------------------
A. Director                        0                    0                 0                        0                0
Virgil K.
Kimbell
====================================================================================================================================
</TABLE>

Item 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT

         The following  table sets forth  information,  as of December 31, 1996,
with respect to the  beneficial  ownership of the  Company's no par value common
stock by each  person  known by the Company to be the  beneficial  owner of more
than five percent of the outstanding common stock.



                                        8

<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>                                        <C>                      <C>

      Stock                Names and Address                           Beneficial                Percent
TITLE OF CLASS             OF BENEFICIAL OWNER                         OWNERSHIP                 OF CLASS
----------------           -------------------                         ------------              ---------
Common                     Virgil K. Kimbell                           12,500,000                42%
                           1820 Sharpless Dr.
                           La Habra Heights, CA

Common                     Gerald de Carvahlo                          12,500,000                42%
                           9930 Tecum Road
                           Downey, CA  90240

</TABLE>
<TABLE>
<CAPTION>

                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT (CONTINUED)

         The following  table sets forth  information,  as of December 31, 1996,
with respect to the  beneficial  ownership of the  Company's no par value common
stock by the directors and officers of the Company,  both  individually and as a
group.
<S>                        <C>                                        <C>                        <C>

      Stock                Names and Address                           Beneficial                Percent
TITLE OF CLASS             OF BENEFICIAL OWNER                         OWNERSHIP                OF CLASS
---------------            --------------------                        --------------           ---------
Common                     Virgil K. Kimbell                           12,500,000                42%
                           1820 Sharpless Dr.
                           La Habra Heights, CA

                           Officers and Directors as a group                                     42%
</TABLE>


Item 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -
                  ----------------------------------------------
                  None.

                                     PART IV

Item 13.          EXHIBITS AND REPORTS ON FORM 8-K

                  The following documents are filed as part of this report:

                  1.       Reports on Form 8-K: None



                                       9
<PAGE>

                  2.       Exhibits:


                                      INDEX

                                                       Form 10-K
Regulation                                             Consecutive
S-K NUMBER               EXHIBIT                       PAGE NUMBER

3.1               Articles of Incorporation           *Incorporated by reference
                                                       to Registration Statement
                                                       #33-7075-LA

3.2               Bylaws                              *Incorporated by reference
                                                       to Registration Statement
                                                       #33-7075-LA

27.1              Financial Data Schedule              EX-27.1


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            KIMBELL - DECAR CORPORATION
                                            (Registrant)

Date: October 22, 1998
                                             /s/Virgil K. Kimbell
                                            ---------------------------------
                                            Virgil K. Kimbell, President


Pursuant to the  Securities  Exchange  Act of 1934,  this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

                                            KIMBELL - DECAR CORPORATION
                                            (Registrant)

Date: October 22, 1998
                                            /s/Virgil K. Kimbell
                                            ---------------------------------
                                            Virgil K. Kimbell, Director



                                       10

<PAGE>

Board of Directors
Kimbell-Decar Corporation


We have examined the accompanying balance sheet of Kimbell-Decar  Corporation (A
Development  Stage  Company) as of December 31, 1997 and December 31, 1996,  and
the related  statements of operations,  cash flows, and changes in stockholders'
equity for the period April 22, 1986 (inception), through December 31, 1997, and
the fiscal years ended December 31, 1997 and 1996.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Yaak River Resources,  Inc. at
December 31, 1997 and December 31, 1996,  and the results of its  operations and
its cash flows for the period June 10, 1988  (inception),  through  December 31,
1997, and the fiscal years ended December 31, 1997 and 1996, in conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company's recurring losses from operations,  working
capital  deficiency,  and capital  deficiency raise substantial doubts about its
ability to continue as a going concern.  The Company's  continuation  as a going
concern is dependent upon its ability to generate  sufficient cash flows to meet
its  obligations  on a timely  basis,  raising  capital as may be required,  and
ultimately to attain  successful  operations.  The  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

The financial  statements for the years ended December 31, 1986 through December
31, 1995 were audited by other  accountants,  whose reports dated  September 10,
1991 and May 28,  1996  were  qualified  as to a going  concern.  They  have not
performed any auditing procedures since that date.




Denver, Colorado
September 15, 1998


                                      F-1
<PAGE>












                           KIMBELL-deCAR CORPORATION
                         (A Development Stage Company)


                              FINANCIAL STATEMENTS

                           December 31, 1997 and 1996

















                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                            KIMBELL-DECAR CORPORATION
                          (A Development Stage Company)
                                  Balance Sheet


<S>                                                                   <C>                 <C> 
                                                                         December 31,      December 31,
                                                                             1997              1996
ASSETS:

CURRENT ASSETS:
Cash                                                                                $196           $4,750
TOTAL CURRENT ASSETS                                                                 196            4,750

TOTAL ASSETS                                                                        $196           $4,750


LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
CURRENT LIABILITIES:
Accounts Payable - Officer                                                       $26,861          $27,861
Accrued Compensation                                                             112,000          112,000
Note Payable - Scovil                                                             10,692           10,692
Note Payable - Porter                                                            367,151          175,637
TOTAL CURRENT LIABILITIES                                                        516,704          326,190

TOTAL LIABILITIES                                                                516,704          326,190

STOCKHOLDERS' DEFICIENCY:
Common Stock, 1,000,000,000 shares authorized, no par value
30,000,000 shares, issued and outstanding                                        177,833          177,833
Deficit accumulated during the development stage                               (694,341)        (499,273)

TOTAL STOCKHOLDERS' DEFICIENCY                                                 (516,508)        (321,440)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                      $196           $4,750


                        The  Accompanying  notes are an  integral  part of these financial statements.


                                                                 F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                 KIMBELL-DECAR CORPORATION
                                               (A Development Stage Company)
                                                  Statement of Operations
<S>                                     <C>               <C>             <C>                                      
                                            For the          For the        April 22, 1986
                                          Year Ended        Year Ended    (Inception), thru
                                         December 31,      December 31,      December 31,
                                             1997              1996              1997

REVENUE:
Net Sales                                             $-               $-           $226,329
Commission Income                                      -                -             31,190
TOTAL REVENUE                                          -                -            257,519

COST OF SALES                                          -                -            216,582

GROSS PROFIT                                           -                -             40,937

EXPENSES:
Professional Fees                                127,692          131,707            300,785
Depreciation                                           -                -             17,257
Consulting                                             -                -             66,700
Travel and Promotion                                 359            3,376             28,479
Inventory Writedown                                    -                -             26,536
Office Expenses                                   14,722            8,700             42,185
Salaries                                               -                -            174,933
Miscellaneous Expenses                                 -           21,385             28,339
Payroll Taxes                                          -                -              6,685
TOTAL EXPENSES                                   142,773          165,168            691,899

LOSS FROM OPERATIONS                           (142,773)        (165,168)          (650,962)

OTHER INCOME AND (EXPENSE):
Interest Expense                                (52,295)          (4,137)           (68,156)
Writeoff of Debt                                       -                -             18,535
Gain on Sale of Fixed Assets                           -                -              3,943
Interest Income                                -                 -               2,299
TOTAL OTHER INCOME (EXPENSE)                    (52,295)          (4,137)           (43,379)

NET LOSS                                      $(195,068)       $(169,305)         $(694,341)

Weighted Average Number of
   Common Shares Outstanding                  30,000,000       30,000,000         30,000,000

Net Loss Per Common Share                          0.007            0.006              0.023

                        The  accompanying  notes are an  integral  part of these financial statements.

                                                                 F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                 KIMBELL-DECAR CORPORATION
                                               (A Development Stage Company)
                                             Statement of Stockholders' Equity
<S>                                           <C>               <C>           <C>                   <C>

                                                                 Common        Accumulated
                                              # OF SHARES        STOCK           DEFICIT            TOTALS
                                             ---------------     -------------  --------------      ------------
                         Issuance of Stock
                         To Founders              25,000,000         $2,500                 $-            $2,500

                     Public Stock Offering         5,000,000        175,333                  -           175,333
                Net Loss-April 22, 1996 to
                    December 31, 1986                      -              -           (24,388)          (24,388)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1986        30,000,000        177,833           (24,388)           153,445
                             Net loss 1987                 -              -          (133,090)         (133,090)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1987        30,000,000        177,833          (157,478)            20,355
                             Net Loss 1988                 -              -          (113,921)         (113,921)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1988        30,000,000        177,833          (271,399)          (93,566)
                             Net loss 1989                 -              -           (47,653)          (47,653)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1989        30,000,000        177,833          (319,052)         (141,219)
                             Net Loss 1990                 -              -           (10,538)          (10,538)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1990        30,000,000        177,833          (329,590)         (151,757)

       Prior Period adjustment (provision)
for income taxes payable eliminated                                                      1,989             1,989
                             Net Loss 1991                 -              -            (1,670)           (1,670)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1991        30,000,000        177,833          (329,271)         (151,438)
                             Net Loss 1992                 -              -                  -                 -
                                           ----------------------------------------------------------------------

              Balance at December 31, 1992         3,000,000        177,833          (329,271)         (151,438)
                             Net Loss 1993                 -              -               (92)              (92)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1993         3,000,000        177,833          (329,363)         (151,530)
                             Net Loss 1994                 -              -              (105)             (105)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1994        30,000,000        177,833          (329,468)         (151,635)
                             Net Loss 1995                 -              -              (500)             (500)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1995        30,000,000        177,833          (329,968)         (152,135)
                             Net Loss 1996                 -              -          (169,305)         (169,305)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1996        30,000,000        177,833          (499,273)         (321,440)
                             Net Loss 1997                 -              -          (195,068)         (195,068)
                                           ----------------------------------------------------------------------

              Balance at December 31, 1997        30,000,000       $177,833         $(694,341)        $(516,508)
                                           ======================================================================


                        The  accompanying  notes are an  integral  part of these financial statements.
                                                                 F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                 KIMBELL-DECAR CORPORATION
                                               (A Development Stage Company)
                                                  Statement of Cash Flows



<S>                                                       <C>               <C>              <C>                                   
                                                              For the          For the        April 22, 1986
                                                             Year Ended       Year Ended     (Inception), thru
                                                            December 31,     December 31,       December 31,
                                                                1997             1996               1997
                                                           ---------------   ---------------   -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net (Loss) Accumulated During the
   Development Stage                                            $(195,068)        $(169,305)         $(694,341)

Amortization and Depreciation                                            -                 -             17,257
(Decrease) Increase in Accounts Payable                            (1,000)          (12,274)             26,861
(Decrease) Increase in Accrued Compensation                              -                 -            112,000
                                                           -----------------------------------------------------

NET CASH FLOWS USED BY OPERATIONS                                (196,068)         (181,579)          (538,223)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures                                                     -                 -           (17,257)
NET CASH FLOW USED BY INVESTING ACTIVITIES                               -                 -           (17,257)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable                                        191,514           186,329            377,843
Proceeds from Sale of Stock                                              -                 -            177,833

NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                    191,514           186,329            555,676

NET INCREASE (DECREASE) IN CASH                                    (4,554)             4,750                196

CASH AT BEGINNING OF PERIOD                                          4,750                 -                  -

CASH AT END OF PERIOD                                                 $196            $4,750               $196

INTEREST PAID                                                      $31,241            $4,137            $47,102
TAXES PAID                                                              $-                $-                 $-


                        The  accompanying  notes are an  integral  part of these financial statements.
                                                                      F-6
</TABLE>
<PAGE>
 
                            KIMBELL-DECAR CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                            December 31, 1997 & 1996

Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         ORGANIZATION:

         The  Company was  incorporated  on April 22, 1986 under the laws of the
         State  of  Colorado  for  the  principal  purpose  of  engaging  in the
         incorporation  of men's and ladies  clothing  and related  products and
         accessories for wholesale  purchasers in the United State.  The company
         completed  a public  stock  offering  in November  1986.  Although  the
         company has commenced its principal business  operations,  the revenues
         therefrom are not significant enough to warrant a reclassification from
         the status of a company in the development stage.

         The accompanying  financial  statements have been prepared on the going
         concern basis,  which  contemplates  the  realization of assets and the
         satisfaction  of  liabilities  in the normal  course of  business.  The
         company's  continuation  as a going concern is dependent on its ability
         to generate  sufficient  cash flow to meet its  obligations on a timely
         basis, to raise additional  capital as may be required,  and ultimately
         to  attain  successful  operations.  The  financial  statements  do not
         include  any  adjustment  that might  result  from the  outcome of this
         uncertainty.

         INITIAL PUBLIC OFFERING:

         Of the 1,000,000,000  shares of no par value common shares  authorized,
         30,000,000  shares are issued and  outstanding at December 31, 1997. On
         June 23,  1986,  25,000,000  shares were issued to the  founders of the
         Company  for $2,500.  On November  19,  1986,  the company  completed a
         public stock offering of 5,000,000  shares at a total purchase price of
         $250,000. Offering costs of $74,667 were offset against the proceeds.

         The Company's fiscal year end is December 31.

         CASH EQUIVALENTS:

         For purposes of the statement of cash flows, the Corporation  considers
         all cash and other highly liquid investments with initial maturities of
         three months or less to be cash equivalents.

         ESTIMATES:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect certain reported amounts and disclosures. 
         Accordingly, actual results could differ from those estimates.

         NET LOSS PER SHARE:

         Net loss per share is based on the  weighted  average  number of common
         shares and common share equivalents outstanding during the period.




                                      F-7




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