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 12-31-92
                        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, 1992:  $0

Number of outstanding shares of the registrant's no par value
common stock, as of December 31, 1992: 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, 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 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 1992.

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.


                                     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:

                                       3
<PAGE>

                                 1992                          HIGH     LOW

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

                                 1991                          HIGH     LOW

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

                                 1990                          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, 1992,  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.

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 or revenues in 1992.

                  LIQUIDITY AND CAPITAL RESOURCES

         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.



                                        4

<PAGE>



                              RESULTS OF OPERATIONS

1992 Compared to 1991

         During the fiscal year ended December 31, 1992, the Company incurred $0
in general and administrative expenses, and accrued $0 for services of officers.
In 1991,  the  Company  incurred  $238 in General and  Administrative  expenses,
$1,432 in depreciation,  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 1992 was $0 compared to the 1991 loss on  operations  of
($1,670).

1991 Compared to 1990

         During the fiscal  year ended  December  31,  1991,  the Company had no
revenues, incurred $0 in general and administrative expenses, and accrued $0 for
services of  officers.  In 1990,  the Company had $7,209 in Revenues and $168 in
gross profit.  The Company  incurred  $9,323 in operating  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 1991 was ($1,670)
compared to the 1990 loss on operations of ($9,738).


Item 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  Please refer to pages F-1 through F-10.


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

         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.



                                        5

<PAGE>



                                    PART III

Item 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE   REGISTRANT

         The directors and executive  officers of the Company as of December 31,
         1992, are as follows:

          NAME                             AGE               POSITION
------------------                        -----           ---------------------
Virgil K. Kimbell                           72            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,
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.

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 1992
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.



                                        6

<PAGE>



         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
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.                 1992           0                   0              0                           0                       0
Kimbell, President
                        ------------------------------------------------------------------------------------------------------------
                          1991           0                   0              0                           0                       0
                        ------------------------------------------------------------------------------------------------------------
                          1990           $48,000*            0              0                           0                       0
====================================================================================================================================
</TABLE>

         * accrued

         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)

<TABLE>
<CAPTION>

                                    DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

(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>

                                       7
<PAGE>

Item 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth  information,  as of December 31, 1992,
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.

<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>


                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT (CONTINUED)

         The following  table sets forth  information,  as of December 31, 1992,
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.

      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%


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



                                        8

<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


                                        9

<PAGE>



                            DORAN PECK, C.P.A., P.C.
                       2121 South Oneida Street, Suite 636
                                Denver, CO 80224

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors of Kimbell-DeCar Corporation:

We have audited the accompanying balance sheets of Kimbell-DeCar  Corporation as
of December 31, 1995, 1994,  1993, 1992, and 1991 and the related  statements of
operations,  stockholders' deficiency,  and cash flows for the years then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on the financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that I 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 statement presentation.
We believe that our audit provides 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 Kimbell-DeCar  Corporation as of
December 31, 1995, 1994, 1993, 1992, and 1991, and the results of its operations
for the years  then  ended 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.


/s/ Doran Peck, C.P.A., P.C.
Denver, Colorado
May 28, 1996

                                       F-1

<PAGE>

















                            KIMBELL-DECAR CORPORATION

                          (A development stage Company)


                              FINANCIAL STATEMENTS

                  DECEMBER 31, 1995, 1994, 1993, 1992 AND 1991

                   (WITH INDEPENDENT AUDITORS' REPORT THEREON)






















                                       F-2

<PAGE>


<TABLE>
<CAPTION>

KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Balance Sheets
December 31, 1995, 1994, 1993, 1992 AND 1991

<S>                            <C>                   <C>                   <C>                   <C>                    <C> 

                                      1995                  1994                  1993                  1992                   1991
                                      ----                  ----                  ----                  ----                   ----
ASSETS
Current Assets

Cash                                   0                     0                     0                     0                       0

Fixed Assets:

Offices                                0                     0                 6,901                 6,901                   6,901
Equipment

Less
Accumulated
Deprec.                                0                     0               (6,901)               (6,901)                 (6,901)

Net Fixed
Assets                                 0                     0                     0                     0                       0
                               -------------------   -------------------   -------------------   -------------------   -------------
Total Assets                           0                     0                     0                     0                       0
                               ===================   ===================   ===================   ===================   =============

                                                           LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:

Accounts
Payable-
Officer                            40,135                39,635                39,530                39,430                  39,438

Accrued
Compensation                      112,000               112,000               112,000               112,000                 112,000
                               -------------------   -------------------   -------------------   -------------------   -------------

Total Current
Liabilities                       152,135               151,635               151,530               151,438                 151,438
                               -------------------   -------------------   -------------------   -------------------   -------------

Stockholders' Deficiency:

Common Stock-
1,000,000,000
shares authorized, no
par value, 30,00,000
shares issued and
outstanding                       177,833               177,833               177,833               177,833                 177,833


Deficit Accumulated
during the development
stage                            (329,968)             (329,468)             (329,363)             (329,271)               (329,271)
                                 ---------             ---------             ---------             ---------                --------

Total Stockholders'
Deficiency                       (152,135)             (151,635)             (151,530)             (151,438)               (151,438)
                                 ---------             ---------             ---------             ---------               ---------

Total Liabilities
and Stockholders'
Deficiency                              0                     0                     0                     0                       0
                        ===================   ===================   ===================   ===================   ====================


                                                               See Notes to Financial Statements.

                                                                               F-3

</TABLE>
<PAGE>
<TABLE>
<CAPTION>



KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Statements of Operations
For the Years Ended December 31, 1995, 1994, 1993, 1992 and 1991


<S>                                                         <C>            <C>             <C>           <C>               <C>    

                                                            1995           1994            1993           1992             1991
                                                            ----           ----            ----           ----             ----

Revenues                                                      0               0              0              0                   0

Operating Expenses:

Professional Fees                                           500               0              0              0                   0

Depreciation                                                  0               0              0              0               1,432

Bank Charges &
Miscellaneous Expenses                                        0             105             92              0                 238

Total Operating Expenses                                  (500)           (105)           (92)              0              (1,670)
                                                   ============  ==============   ============   ============              =======


                                                               See Notes to Financial Statements.


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

KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Statement of Stockholders' Deficiency

<S>                                       <C>                     <C>                  <C>                      <C>   
                                                                  Common               Accumulated
                                          Shares                  Stock                Deficit                  Total
                                         ------------             -----------          -----------              ------


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,
1986 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 December 31,
1991                                      30,000,000              177,833              ( 329,271)               ( 151,438)


Net Loss 1992                                                                                   0                       0
                                          ---------------------   ------------------   -----------              ---------
Balance December 31,
1992                                      30,000,000              177,833              ( 329,271)               ( 151,438)



                                                                               F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

<S>                                       <C>                     <C>                  <C>                      <C>       
Net Loss 1993                                                                          (      92)               (      92)
                                          ---------------------   ------------------   ----------               ----------

Balance December 31,
1993                                      30,000,000              177,833              ( 329,363)               ( 151,530)



Net Loss 1994                                                                          (      105)              (     105)
                                          ---------------------   ------------------   -----------              ----------
Balance December 31,
1994                                      30,000,000              177,833              (  329,468)              ( 151,635)


Net Loss 1995                                                                          (      500)              (     500)
                                          ---------------------   ------------------   -----------              ----------

Balance December 31,
1995                                      30,000,000              177,833              (  329,968)              ( 152,135)
                                          ==========              =======              ===========              ==========



                                                                               F-6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



KIMBELL-DECAR  CORPORATION (A Development Stage Company) Statement of Cash Flows
For the Years Ended  December  31,  1990 and 1989 and the Period  April 22, 1986
(Date of Inception) to December 31, 1988


<S>                                                         <C>                     <C>                      <C> 
                                                                1990                    1989                     1988
                                                            ----------------------  ----------------------   --------

Cash Flows From Operating
Activities:

Cash Collected From Customers                               $   7,209               $  18,158                $ 232,152

Cash Paid to Suppliers and
Employees                                                   (   7,041)                (14,561)               ( 177,354)

Other Cash Expenses                                         (     575)                ( 1,691)               ( 211,178)

Interest Paid                                               (     583)                ( 3,417)               (   7,724)

Interest Received                                                                                                2,299

Net Cash Applied to Operating
Activities                                                  (     990)                ( 1,511)               ( 161,805)



Cash Flows From Investing
Activities:

Proceeds From Sale of Vehicle                                                                                    8,500

Capital Expenditures                                                                                         (  21,815)

Cash Flows From Financing
Activities:

Proceeds From Issuance of
Common Stock                                                                                                   177,833



Increase (Decrease) in Cash                                 (     990)                ( 1,511)                   2,713



Cash, Beginning of Period                                       1,202                   2,713                        0
                                                            ---------               ---------                ---------

Cash, End of Period                                         $     212               $   1,202                $   2,713
                                                            =========               =========                =========


                                                               See Notes to Financial Statements

                                                                               F-7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                                            KIMBELL-DECAR CORPORATION
                                                      Statement   of  Cash  Flows  Years
                                            Ended August 31, 1995, 1994, 1993, 1992 and 1991



<S>                                                     <C>              <C>              <C>              <C>           <C> 
                                                        1995             1994             1993             1992          1991
                                                        ----             ----             ----             ----          ----

Cash flows from operating activities:

Net Loss                                                 (500)            (105)            ( 92)                     0   (1,670)
                                                        ------           ------           ------           -----------   -------

Adjustments to reconcile net income
to net cash provided by operating
activities:

Depreciation                                                                                                               1,432

Increase in accounts payable
                                                          500              105               92                      0        26
                                                        -----            -----            -----            -----------   -------

Total adjustments                                         500              105               92                      0     1,458
                                                        -----            -----            -----            -----------   -------

Net cash provided by (used
in) operating activities                                    0                0                0                      0    ( 212)
                                                        -----            -----            -----            -----------   -------

Net increase (decrease) in
cash                                                        0                0                0                      0    ( 212)
                                                        -----            -----            -----            -----------   -------

Cash at beginning of year                                   0                0                0                      0      212
                                                        -----            -----            -----            -----------   -------

Cash at end of year                                         0                0                0                      0        0
                                                        =====            =====            =====            ===========   =======


                                                               See accompanying notes to financial statements
                                                                               F-8
</TABLE>


<PAGE>



KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Notes to Financial Statements


Note A - 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  importation of men's and
ladies' clothing and related  products and accessories for wholesale  purchasers
in the United States. 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
require and ultimately to attain successful operations. The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


Note B - STOCKHOLDERS' EQUITY

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,  1995.  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.




                                      F-9

<PAGE>
KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Notes to Financial Statements


Note C - RELATED PARTY TRANSACTIONS

Accounts  payable-officer  represents  advances to the Company by the  Company's
President.

Due to the financial condition of the Company, the President has not been paid a
salary  since  September  1987.  The  accrued  compensation  has been shown as a
liability in the accompanying balance sheets.

The  Company is  provided  office  space,  rent free,  by the  President  of the
Company. As the Company's activities are minimal, the value of any rent would be
immaterial.


Note D - SUBSEQUENT EVENTS

In May,  1996  the  President  advanced  an  additional  $500  for  professional
accounting services.


















                                      F-10