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 December 31, 1998
                        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  X           No
                         -----           ------

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


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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, 1998: $0

Number of outstanding  shares of the  registrant's no par value common stock, as
of December 31, 1998: 70,000,000



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                                     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.

         In December 1998,  the Company  appointed two new directors and brought
         all its Securities and Exchange  Commission  filings current.  With the
         new directors' approval,  the Company settled cash advances owed Virgil
         Kimbell in the amount of $26,861. Virgil Kimbell negotiated a waiver of
         all  other  claims  against  the  Company  totaling  $489,943,  and  in
         consideration  therefore,  Mr. Kimbell was issued  40,000,000 shares of
         common stock. Subsequently, H. Daniel Boone purchased 60,000,000 shares
         of common stock from Virgil  Kimbell and  controls the Company  through
         such shares.

         The Company is actively seeking acquisition candidates.

         The  Company's  Articles of  Incorporation,  as amended,  entitle it to
         transact any lawful business or businesses for which  corporations  may
         be incorporated  pursuant to the Colorado Corporation Code. The Company
         can be defined as a "shell" company, whose sole purpose at this time is
         to locate and consummate a merger or acquisition with a private entity.
         Any  business  combination  or  transaction  will  likely  result  in a
         significant  issuance  of shares and  substantial  dilution  to present
         stockholders of the Company.

         The proposed business activities  described herein classify the Company
         as a "blank check" company.  Many states have enacted  statutes,  rules
         and  regulations  limiting  the sale of  securities  of  "blank  check"


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         companies in their respective jurisdictions.  In order to  comply  with
         these  various  limitations, management  does not  intend  to undertake
         any  efforts  to sell any additional securities  of the Company, either
         debt or  equity,  or  cause  a  market  to  develop  in  the  Company's
         securities  until such time as the Company has successfully implemented
         its business plan described herein.

         General Business Plan

         The   Company's   purpose  is  to  seek,   investigate   and,  if  such
         investigation  warrants,  acquire an interest in business opportunities
         presented  to it by  persons  or firms who or which  desire to seek the
         perceived  advantages of a  corporation  which reports under Section 13
         and 15 of the Securities Exchange Act of 1934 (the "Exchange Act"). The
         Company will not restrict its search to any specific business, industry
         or geographical  location and the Company may participate in a business
         venture  of  virtually  any  kind or  nature.  This  discussion  of the
         proposed  business  is  purposefully  general  and is not  meant  to be
         restrictive of the Company's virtually  unlimited  discretion to search
         for  and  enter  into  potential  business  opportunities.   Management
         anticipates  that it may be able to  participate  in only one potential
         business  venture  because the  Company has nominal  assets and limited
         financial   resources.   See  "Financial   Statements."  This  lack  of
         diversification should be considered a substantial risk to shareholders
         of the  Company  because  it will not  permit  the  Company  to  offset
         potential losses from one venture against gains from another.

         The Company may seek a business  opportunity  with entities  which have
         recently  commenced  operations,  or which wish to  utilize  the public
         marketplace  in order to raise  additional  capital  in order to expand
         into new  products or  markets,  to develop a new product or service or
         for other  corporate  purposes.  The  Company  may  acquire  assets and
         establish  wholly-owned  subsidiaries in various  businesses or acquire
         existing businesses as subsidiaries.

         The Company anticipates that the selection of a business opportunity in
         which to  participate  will be  complex  and  extremely  risky.  Due to
         general economic conditions, rapid technological advances being made in
         some industries and shortages of available capital, management believes
         that there are  numerous  firms  seeking  the  perceived  benefits of a
         publicly  registered  corporation.  Such perceived benefits may include
         facilitating  or  improving  the  terms  on  which  additional   equity
         financing  may be  sought,  providing  liquidity  for  incentive  stock
         options or  similar  benefits  to key  employees,  providing  liquidity
         (subject to restrictions of applicable  statutes) for all  shareholders
         and other factors.  Potentially,  available business  opportunities may
         occur  in  many   different  industries  and  at   various   stages  of

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         development,   all  of  which   will  make  the  task  of   comparative
         investigation  and analysis of such  business  opportunities  extremely
         difficult and complex.

         The Company  has, and will  continue to have,  no capital with which to
         provide the owners of business  opportunities with any significant cash
         or other assets. However,  management believes that the Company will be
         able to offer  owners of  acquisition  candidates  the  opportunity  to
         acquire a  controlling  ownership  interest  in a  publicly  registered
         company  without  incurring  the cost and time  required  to conduct an
         initial public offering. The owners of the business opportunities will,
         however,  incur  significant  legal and accounting  costs in connection
         with the acquisition of a business  opportunity  including the costs of
         preparing  forms 8-K,  10Q,  or  agreements  and  related  reports  and
         documents.  The Exchange Act  specifically  requires that any merger or
         acquisition    candidate   comply   with   all   applicable   reporting
         requirements,  which include providing audited financial  statements to
         be included within the numerous  filings relevant to complying with the
         Exchange Act.  Nevertheless,  the officers and directors of the Company
         have not  conducted  market  research and are not aware of  statistical
         data  which  would  support  the  perceived  benefits  of a  merger  or
         acquisition  transaction for the owners of a business opportunity.  The
         analysis of new business  opportunities will be undertaken by, or under
         the  supervision of, the officers and directors of the Company have not
         conducted  market research and are not aware of statistical  data which
         would  support  the  perceived  benefits  of a  merger  or  acquisition
         transaction for the owners of a business opportunity.

         The analysis of new business  opportunities  will be undertaken  by, or
         under the  supervision  of, the officers and  directors of the Company,
         none of whom is a professional business analyst.  Management intends to
         concentrate   on   identifying    preliminary    prospective   business
         opportunities  which may be brought to its  attention  through  present
         associations  of  the  Company's  officers  and  directors,  or by  the
         Company's    shareholders.    In   analyzing    prospective    business
         opportunities,  management  will consider such matters as the available
         technical,  financial and  managerial  resources;  working  capital and
         other financial requirements;  history of operations, if any; prospects
         for the future; nature of present and expected competition; the quality
         and  experience of management  services  which may be available and the
         depth  of  that  management;   the  potential  for  further   research,
         development or  exploration;  specific risk factors not now foreseeable
         but which then may be anticipated to impact the proposed  activities of
         the Company;  the potential for growth or expansion;  the potential for
         profit;  the perceived  public  recognition  or acceptance of products,
         services or trades; name  identification;  and other  relevant factors.

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         Officers and  directors  of  the  Company  will meet   personally  with
         management and  key personnel  of the business  opportunity as  part of
         their investigation.  To the  extent possible,  the Company  intends to
         utilize  written  reports and  personal  investigation  to evaluate the
         above  factors.  The Company will not acquire or merge with any company
         for which  audited  financial  statements  cannot be obtained  within a
         reasonable period of time after closing of the proposed transaction.

         Management of the Company,  while not especially experienced in matters
         relating to the new business of the Company,  shall rely upon their own
         efforts  and, to a much  lesser  extent,  the efforts of the  Company's
         shareholders, in accomplishing the business purposes of the Company. It
         is not anticipated that any outside consultants or advisors, other than
         the Company's  legal counsel and  accountants,  will be utilized by the
         Company to effectuate its business purposes described herein.  However,
         if the Company does retain such an outside  consultant or advisor,  any
         cash fee earned by such  party will need to be paid by the  prospective
         merger/acquisition  candidate,  as the  Company has no cash assets with
         which  to  pay  such  obligation.  There  have  been  no  contracts  or
         agreements with any outside consultants and none are anticipated in the
         future.

         The Company will not restrict its search to any specific kind of firms,
         but may acquire a venture which is in its  preliminary  or  development
         stage,  which is already in  operation or which is in  essentially  any
         stage of its  corporate  life. It is impossible to predict at this time
         the status of any business in which the Company may become engaged,  in
         that such business may need to seek additional  capital,  may desire to
         have its shares publicly traded or may seek other perceived  advantages
         which the Company may offer.

         It is anticipated  that the Company will incur nominal  expenses in the
         implementation  of its  business  plan  described  herein.  Because the
         Company has no capital  with which to pay these  anticipated  expenses,
         present  management  of the Company  will pay these  charges with their
         personal  funds,  as interest free loans to the Company.  However,  the
         only  opportunity  which management has to have these loans repaid will
         be from a prospective merger or acquisition  candidate.  Management has
         agreed among  themselves that the repayment of any loans made on behalf
         of the Company will not impede,  or be made  conditional in any manner,
         on consummation of a proposed transaction.

         Acquisition of Opportunities

         In implementing a structure for a particular business  acquisition, the
         Company may become a party to a merger, consolidation,  reorganization,

                                        6

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         joint  venture or  licensing  agreement  with  another  corporation  or
         entity. It may also acquire stock or  assets  of an existing  business.
         On the consummation of a transaction,  it is  probable that the present
         managementand  shareholders of the Company will no longer be in control
         of the Company. In addition, the Company's directors  may,  as  part of
         the terms of the  acquisition  transaction,  resign and  be replaced by
         new directors without a vote of the Company's shareholders  or may sell
         their stock in the Company. Any and all such sales will only be made in
         compliance  with the  securities  laws  of the  United States  and  any
         applicable state.

         It is anticipated that any securities issued in any such reorganization
         would be issued in reliance  upon  exemption  from  registration  under
         applicable  federal and state securities  laws. In some  circumstances,
         however,  as a negotiated  element of its transaction,  the Company may
         agree to register all or a part of such  securities  immediately  after
         the  transaction is consummated or at specified  times  thereafter.  If
         such registration  occurs, of which there can be no assurance,  it will
         be  undertaken   by  the   surviving   entity  after  the  Company  has
         successfully  consummated a merger or acquisition and the Company is no
         longer  considered a "shell"  company.  Until such time as this occurs,
         the Company will not attempt to register any additional securities. The
         issuance of substantial  additional securities and their potential sale
         into any trading  market which may develop in the Company's  securities
         may have a depressive  effect on the value of the Company's  securities
         in the  future,  if  such a  market  develops,  of  which  there  is no
         assurance.

         While the actual terms of a  transaction  to which the Company may be a
         party cannot be  predicted,  it may be expected that the parties to the
         business  transaction will find it desirable to avoid the creation of a
         taxable  event and thereby  structure  the  acquisition  in a so-called
         "tax-free"  reorganization  under  Sections  368(a)(1)  or  351  of the
         Internal  Revenue  Code  (the  "Code").  In  order to  obtain  tax-free
         treatment  under the Code,  it may be  necessary  for the owners of the
         acquired  business  to own  80% or  more  of the  voting  stock  of the
         surviving  entity. In such event, the shareholders of the Company would
         retain  less  than 20% of the  issued  and  outstanding  shares  of the
         surviving  entity,  which would result in  significant  dilution in the
         equity of such shareholders.

         As part of the Company's  investigation,  officers and directors of the
         Company will meet  personally  with  management and key personnel,  may
         visit and inspect material  facilities,  obtain independent analysis or
         verification  of certain  information  provided,  check  references  of
         management  and key personnel and take other  reasonable  investigative


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         measures, to  the extent  of the  Company's limited financial resources
         and management expertise. The manner in which the Company  participates
         in an opportunity will  depend  on the nature of the  opportunity,  the
         respective needs  and  desires of  the Company and  other parties,  the
         management of the  opportunity and the  relative  negotiation  strength
         of the Company and such other management.

         With  respect to any merger or  acquisition,  negotiations  with target
         company  management  are  expected  to focus on the  percentage  of the
         Company which target company shareholders would acquire in exchange for
         all of their shareholdings in the target company. Depending upon, among
         other  things,  the  target  company's  assets  and  liabilities,   the
         Company's  shareholders  will in all  likelihood  hold a  substantially
         lesser  percentage  ownership  interest  in the Company  following  any
         merger or  acquisition.  The  percentage  ownership  may be  subject to
         significant  reduction  in the  event  the  Company  acquires  a target
         company with substantial assets. Any merger or acquisition  effected by
         the Company can be expected to have a  significant  dilutive  effect on
         the  percentage of shares held by the Company's  then-shareholders.  If
         required to so do under  relevant  law,  management of the Company will
         seek  shareholder  approval of a proposed  merger or acquisition  via a
         Proxy  Statement.   However,  such  approval  would  be  assured  where
         management  supports  such a business  transaction  because  management
         presently  controls  sufficient  shares of the Company to  effectuate a
         positive  vote on the  proposed  transaction.  Further,  a  prospective
         transaction  may be  structured  so that  shareholder  approval  is not
         required,  and such a transaction  may be  effectuated  by the Board of
         Directors without shareholder approval.

         The Company will  participate in a business  opportunity only after the
         negotiation and execution of appropriate written  agreements.  Although
         the  terms of such  agreements  cannot  be  predicted,  generally  such
         agreements will require some specific representations and warranties by
         all of the parties  thereto,  will specify  certain  events of default,
         will  detail  the terms of  closing  and the  conditions  which must be
         satisfied by each of the parties prior to and after such closing,  will
         outline the manner of bearing costs,  including  costs  associated with
         the Company's  attorneys and  accountants,  will set forth  remedies on
         default and will include miscellaneous other terms.

         As stated  hereinabove,  the Company will not acquire or merge with any
         entity which cannot provide  independent  audited financial  statements
         within a  reasonable  period  of time  after  closing  of the  proposed
         transaction.   The   Company  is  subject  to  all  of  the   reporting
         requirements   included  in  the  Exchange   Act.   Included  in  these
         requirements is the affirmative duty of the Company to file independent


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         audited financial statements as  part of its  Form 8-K to be filed with
         the  Securities  and  Exchange Commission upon consummation of a merger
         or acquisition, as well as the Company's  audited financial  statements
         included in its annual report on Form 10-KSB (or  10-K, as applicable).
         If such  audited  financial statements  are not  available  at closing,
         or within time  parameters necessary to insure the Company's compliance
         with the requirements of the Exchange Act, or if the audited  financial
         statements  provided do not conform to the  representations made by the
         candidate  to  be  acquired  in  the  closing  documents,  the  closing
         documents will provide that the  proposed transaction will be voidable,
         at the discretion  of the present  management of  the Company.  If such
         transaction  is voided,  the agreement  will also  contain a  provision
         providing for the acquisition  entity to reimburse  the Company for all
         costs  associated  with the  proposed transaction.

         Competition

         The Company will remain an  insignificant  participant  among the firms
         which engage in the  acquisition of business  opportunities.  There are
         many  established  venture  capital and financial  concerns  which have
         significantly  greater financial and personnel  resources and technical
         expertise than the Company. In view of the Company's combined extremely
         limited financial  resources and limited management  availability,  the
         Company will continue to be at a significant  competitive  disadvantage
         compared to the Company's competitors.

         Employees

         The  Company  has no full  time  employees.  The  Company's  president,
         treasurer and secretary have agreed to allocate a portion of their time
         to the activities of the Company, without compensation.  These officers
         anticipate  that the business plan of the Company can be implemented by
         their devoting approximately 20 hours per month to the business affairs
         of the Company and, consequently,  conflicts of interest may arise with
         respect to the limited time  commitment by such  officers.  See Item 9,
         "Directors,   Executive   Officers,   Promoters  and  Control  Persons;
         Compliance with Section 16(a) of the Exchange Act."

         Investment Company Act of 1940

         The Company may participate in a business or opportunity by purchasing,
         trading  or selling  the  securities  of such  business.  However,  the
         Company  does  not  intend  to  engage  primarily  in such  activities.
         Specifically,  the Company  intends to conduct its  activities so as to
         avoid being classified as an "investment  company" under the Investment
         Company  Act  of 1940  (the  "Investment  Act"),  and  therefore  avoid

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         application of  the   costly and  restrictive  registration  and  other
         provisions  of the  Investment  Act  and  the  regulations  promulgated
         thereunder.

         Section  3(a) of the  Investment  Act  provides  the  definition  of an
         "investment  company"  which  includes an entity that  engages or holds
         itself out as being  engaged  primarily in the  business of  investing,
         reinvesting  or trading in  securities,  or that engages or proposes to
         engage in the business of investing,  reinvesting,  owning,  holding or
         trading "investment  securities"  (defined as all securities other than
         government  securities,  securities of majority-owned  subsidiaries and
         certain other  securities)  the value of which exceeds 40% of the value
         of its total  assets  (excluding  government  securities,  cash or cash
         items).  The Company intends to implement its business plan in a manner
         that  will  result  in the  availability  of this  exception  from  the
         definition  of  "investment  company."   Consequently,   the  Company's
         participation  in a business or  opportunity  through the  purchase and
         sale of  investment  securities  will be  limited.  In  order  to avoid
         classification as an investment  company,  the Company will search for,
         analyze and acquire or participate in a business  opportunity by use of
         a method that does not involve the acquisition, ownership or holding of
         investment securities.

         The  Company's  plan of  business  may  involve  changes in its capital
         structure,   management,   control  and  business,   especially  if  it
         consummates a reorganization as discussed above. Each of these areas is
         regulated by the  Investment  Act,  which  regulation has the purported
         purpose of  protecting  purchasers of  investment  company  securities.
         Since the Company  will not  register  as an  investment  company,  its
         shareholders will not be afforded these purported protections.

         The  Company  intends  to  vigorously   resist   classification  as  an
         investment   company  and  to  take  advantage  of  any  exemptions  or
         exceptions  from  application  of the  Investment  Act, which allows an
         entity a  one-time  option  during  any  three-year  period to claim an
         exemption  as  a  "transient"  investment  company.  The  necessity  of
         asserting any such resistance, or making any claim of exemption,  could
         be time-consuming and costly, or even prohibitive,  given the Company's
         limited resources.

         Certain Risks

         The Company's  business is subject to numerous risk factors,  including
         the following:

         No Operating History or Revenue and Minimal Assets. The Company has had
         no operating history nor any revenues or earnings from operations.  The


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         Company has no  significant assets or financial resources.  The Company
         will, in all likelihood, sustain operating expenses without correspond-
         ing  revenues,  at   least  until  the   consummation  of   a  business
         combination.  This may result in the Company  incurring a net operating
         loss which will increase continuously until the Company can  consummate
         a business  combination with a profitable business  opportunity.  There
         is  no  assurance  that  the  Company  can  identify  such  a  business
         opportunity  and  consummate  such a business combination.

         Speculative Nature of Company's Proposed Operations. The success of the
         Company's  proposed plan of operation  will depend to a great extent on
         the  operations,  financial  condition and management of the identified
         business  opportunity.   While  management  intends  to  seek  business
         combination(s)  with entities having established  operating  histories,
         there  can be no  assurance  that the  Company  will be  successful  in
         locating  candidates  meeting such  criteria.  In the event the Company
         completes a business  combination,  of which there can be no assurance,
         the  success  of  the  Company's   operations  may  be  dependent  upon
         management of the successor  firm or venture  partner firm and numerous
         other factors beyond the Company's control.

         Scarcity   of  and   Competition   for   Business   Opportunities   and
         Combinations.  The Company is and will continue to be an  insignificant
         participant  in the business of seeking  mergers with,  joint  ventures
         with and  acquisitions  of small private and public  entities.  A large
         number of established and  well-financed  entities,  including  venture
         capital  firms,  are active in mergers and  acquisitions  of  companies
         which may be desirable  target  candidates for the Company.  Nearly all
         such entities have significantly greater financial resources, technical
         expertise   and   managerial   capabilities   than  the  Company   and,
         consequently,  the Company  will be at a  competitive  disadvantage  in
         identifying possible business opportunities and successfully completing
         a business  combination.  Moreover,  the Company  will also  compete in
         seeking  merger or  acquisition  candidates  with numerous  other small
         public companies.

         No  Agreement  for  Business  Combination  or  Other  Transaction;   No
         Standards  for Business  Combination.  The Company has no  arrangement,
         agreement or  understanding  with respect to engaging in a merger with,
         joint venture with or acquisition of, a private or public entity. There
         can be no assurance  that the Company will be successful in identifying
         and  evaluating  suitable  business  opportunities  or in  concluding a
         business  combination.  Management  has not  identified  any particular
         industry or specific  business within an industry for evaluation by the
         Company.  There is  no assurance  that  the  Company  will  be able  to

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         negotiate  a  business  combination  on terms favorable to the Company.
         The Company has not established  a specific length of operating history
         or a specified level of earnings,  assets, net worth or other  criteria
         which it will  require a target business opportunity to have  achieved,
         and  without  which  the   Company  would   not   consider  a  business
         combination in  any form with such  business opportunity.  Accordingly,
         the  Company  may  enter  into  a  business combination with a business
         opportunity having no significant operating history, losses, limited or
         no potential for earnings,  limited assets, negative net worth or other
         negative characteristics.

         Continued Management Control; Limited Time Availability.  While seeking
         a business combination,  management anticipates devoting up to 20 hours
         per  month  to the  business  of the  Company.  None  of the  Company's
         officers  has  entered  into a written  employment  agreement  with the
         Company and none is expected to do so in the  foreseeable  future.  The
         Company has not obtained key man life  insurance on any of its officers
         or directors.  Notwithstanding the combined limited experience and time
         commitment  of  management,  loss  of the  services  of  any  of  these
         individuals  would  adversely  affect   development  of  the  Company's
         business  and its  likelihood  of  continuing  operations.  See Item 9,
         "Directors,   Executive   Officers,   Promoters  and  Control  Persons;
         Compliance with Section 16(a) of the Exchange Act."

         Conflicts of Interest - General.  Certain of the officers and directors
         of the Company are directors  and/or  principal  shareholders  of other
         blank check companies and, therefore,  could face conflicts of interest
         with  respect to  potential  acquisitions.  In  addition,  officers and
         directors  of the  Company  may in the future  participate  in business
         ventures  which could be deemed to compete  directly  with the Company.
         Additional  conflicts of interest and non-arms length  transactions may
         also  arise in the  future  in the  event  the  Company's  officers  or
         directors  are  involved in the  management  of any firm with which the
         Company  transacts  business.  The  Company's  Board of  Directors  has
         adopted  a policy  that the  Company  will not seek a merger  with,  or
         acquisition  of, any entity in which  management  serve as  officers or
         directors,  or in which  they or  their  family  members  own or hold a
         controlling  ownership interest.  Although the Board of Directors could
         elect to change  this  policy,  the Board of  Directors  has no present
         intention to do so. In  addition,  if the Company and other blank check
         companies   with  which  the  Company's   officers  and  directors  are
         affiliated  both  desire  to take  advantage  of a  potential  business
         opportunity,   then  the  Board  of  Directors  has  agreed  that  said
         opportunity  should be  available  to each such company in the order in
         which  such  companies  registered  or became  current in the filing of


                                       12

<PAGE>



         annual reports  under the Exchange  Act subsequent  to January 1, 1997.
         See Item  9,  "Directors, Executive  Officers,  Promoters  and  Control
         Persons; Compliance with  Section 16(a) of the Exchange Act - Conflicts
         of Interest."

         Reporting  Requirements May Delay or Preclude Acquisition.  Sections 13
         and 15(d) of the  Exchange  Act require  companies  subject  thereto to
         provide certain information about significant  acquisitions,  including
         certified financial statements for the company acquired,  covering one,
         two or three years,  depending on the relative size of the acquisition.
         The time and  additional  costs  that may be  incurred  by some  target
         entities  to  prepare  such  statements  may  significantly   delay  or
         essentially preclude consummation of an otherwise desirable acquisition
         by the Company. Acquisition prospects that do not have or are unable to
         obtain the  required  audited  statements  may not be  appropriate  for
         acquisition so long as the reporting  requirements  of the Exchange Act
         are applicable.

         Lack of Market  Research  or  Marketing  Organization.  The Company has
         neither  conducted,  nor have others made  available to it,  results of
         market   research   indicating   that  market  demand  exists  for  the
         transactions  contemplated by the Company.  Moreover,  the Company does
         not have,  and does not plan to  establish,  a marketing  organization.
         Even in the event  demand  is  identified  for a merger or  acquisition
         contemplated by the Company,  there is no assurance the Company will be
         successful in completing any such business combination.

         Lack of  Diversification.  The Company's proposed  operations,  even if
         successful,  will in all likelihood result in the Company engaging in a
         business  combination with a business  opportunity.  Consequently,  the
         Company's activities may be limited to those engaged in by the business
         opportunity or opportunities which the Company merges with or acquires.
         The Company's  inability to diversify its  activities  into a number of
         areas  may  subject  the  Company  to  economic  fluctuations  within a
         particular  business  or  industry  and  therefore  increase  the risks
         associated with the Company's operations.

         Regulation.  Although the Company will be subject to  regulation  under
         the Exchange Act,  management  believes the Company will not be subject
         to regulation under the Investment  Company Act of 1940, insofar as the
         Company  will not be engaged in the business of investing or trading in
         securities.  In the event the Company engages in business  combinations
         which result in the Company holding passive  investment  interests in a
         number of entities,  the Company could be subject to  regulation  under
         the Investment Company Act of 1940. In such event, the Company would be
         required to register as an investment company and could be expected to

                                       13

<PAGE>



         incur  significant  registration and compliance  costs. The Company has
         obtained  no formal  determination  from the  Securities  and  Exchange
         Commission as to the status of the Company under the Investment Company
         Act of 1940 and, consequently,  any violation of such Act would subject
         the Company to material adverse consequences.

         Probable  Change in Control  and  Management.  A  business  combination
         involving  the  issuance of the  Company's  Common  Stock will,  in all
         likelihood,  result in shareholders  of a private  company  obtaining a
         controlling  interest in the Company. Any such business combination may
         require  management of the Company to sell or transfer all or a portion
         of the Company's Common Stock held by them, or resign as members of the
         Board of Directors of the Company.  The resulting  change in control of
         the Company could result in removal of one or more present officers and
         directors  of  the  Company  and  a   corresponding   reduction  in  or
         elimination  of  their  participation  in  the  future  affairs  of the
         Company.

         Reduction of Percentage Share Ownership Following Business Combination.
         The  Company's  primary  plan of  operation  is based  upon a  business
         combination  with a private  concern which,  in all  likelihood,  would
         result in the Company  issuing  securities to  shareholders of any such
         private  company.  The issuance of previously  authorized  and unissued
         shares of Common  Stock of the Company  would  result in a reduction in
         the percentage of shares owned by present and prospective  shareholders
         of the Company and may result in a change in control or  management  of
         the Company.

         Disadvantages  of Blank  Check  Offering.  The Company may enter into a
         business  combination with an entity that desires to establish a public
         trading market for its shares.  A business  opportunity  may attempt to
         avoid what it deems to be adverse  consequences  of undertaking its own
         public  offering by seeking a business  combination  with the  Company.
         Such  consequences may include,  but are not limited to, time delays of
         the registration  process,  significant expenses to be incurred in such
         an  offering,  loss of voting  control to public  shareholders  and the
         inability or  unwillingness  to comply with  various  federal and state
         laws enacted for the protection of investors.

         Taxation.  Federal and state tax consequences  will, in all likelihood,
         be major  considerations  in any business  combination  the Company may
         undertake.  Currently,  such  transactions  may be  structured so as to
         result in tax-free  treatment  to both  companies,  pursuant to various
         federal and state tax provisions.  The Company intends to structure any
         business  combination  so as to  minimize  the  federal  and  state tax
         consequences to both the Company and the target entity; however,  there

                                       14

<PAGE>



         can be  no  assurance  that  such business  combination will  meet  the
         statutory requirements of a tax-free reorganization or that the parties
         will obtain the intended tax-free treatment upon a transfer of stock or
         assets.  A non-qualifying reorganization could result in the imposition
         of both  federal  and state taxes which  may have an  adverse effect on
         both parties to the transaction.

         Requirement of Audited  Financial  Statements  May Disqualify  Business
         Opportunities.  Management  of the Company  believes that any potential
         business  opportunity  must provide  audited  financial  statements for
         review, for the protection of all parties to the business  combination.
         One or more attractive business  opportunities may choose to forego the
         possibility  of a business  combination  with the Company,  rather than
         incur  the  expenses   associated  with  preparing   audited  financial
         statements.

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 1998.

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.


                                       15

<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:

                                 1998                   High          Low

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

                                 1997                   High          Low

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

                                 1996                   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, 1998,  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.



                                       16

<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 1998.  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.

         The  Company,  through  its  President,  Virgil  Kimbell,  settled  all
outstanding  liabilities for debt, payables,  notes, and accrued salary in 1998.
The  settlements  resulted in the  elimination  of debt totaling  $516,704.  The
Company   issued  to  Virgil   Kimbell   40,000,000   shares  of  common   stock
inconsideration  for  satisfaction  of the payable of $26,861 to Mr. Kimbell and
his efforts in obtaining the releases.

                  Results of Operations - Year Ended December 31, 1998  compared
to Year Ended December 31, 1997

         During the fiscal  year ended  December  31,  1998,  the Company had no
revenues,  and in 1997,  the  Company  had no  revenues.  In 1998,  the  Company
incurred no expenses for  operations or any other matter.  In 1997,  the Company
incurred $14,722 in general and  administrative  expenses and incurred  $127,692
for  services.  The loss on  operations  of ($142,773) in 1997 was due to failed
attempts to complete a business  combination.  The Company had no profit or loss
on operations in 1998.

1997 Compared to 1996

         During the fiscal year ended  December 31, 1997,  the Company  incurred
$14,722 in general  and  administrative  expenses,  and  incurred  $127,692  for
services.  In 1996 the Company  incurred  $3,085 in General  and  Administrative
expenses,  and $131,707 for services rendered.  The significant fees in 1996 and
1997 were incurred in connection with a contemplated  business combination which
failed to be  completed.  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  1997  was
($142,773) compared to the 1996 loss on operations ($165,168).

Item 7.           Financial Statements and Supplementary Data

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


                                       17

<PAGE>



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  1997.  Prior
auditors for the Company were Doran Peck, C.P.A.,  P.C. of Denver for the fiscal
years 1991 through 1995.

         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,
         1998, are as follows:

          Name                Age                  Position

Virgil K. Kimbell             78                President and Director

Wesley F. Whiting             64                Secretary and Director

Reginald T. Green             45                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

                                       18

<PAGE>



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.

     Wesley  Whiting,  age 64. Mr.  Whiting has been  president,  director,  and
secretary of Berge Exploration,  Inc.  (1978-88) and president,  vice president,
and director of NELX, Inc. (1994- 1997),  and was vice president and director of
Intermountain   Methane  Corporation   (1988-91),   and  president  of  Westwind
Production, Inc. (1997-1998).

         Redgie  Green,  age 45. Mr.  Green has been  co-owner  and  operator of
Green's B&R  Enterprises,  a wholesale  donut baker,  since 1983. He has been an
active investor in small capital and high tech ventures since 1987.

Conflicts of Interest

         Members of the Company's  management  are  associated  with other firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and  directors  are engaged in other  business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

         Certain of the officers and  directors of the Company are directors and
principal  shareholders  in  other  blank  check  companies,  and  officers  and
directors  of the Company  may in the future  become  shareholders,  officers or
directors of other  companies which may be formed for the purpose of engaging in
business  activities  similar to those  conducted by the  Company.  Accordingly,
direct  conflicts  of  interest  may arise in the  future  with  respect to such
individuals  acting  on behalf of  the Company or other  entities.  Conflicts of

                                       19

<PAGE>



interest may arise with respect to opportunities  which come to the attention of
such  individuals in the  performance of their duties or otherwise.  The Company
does not  currently  have a right of first refusal  pertaining to  opportunities
that come to management's  attention insofar as such opportunities may relate to
the Company's proposed business operations.

         The  officers  and  directors  are,  so long as they  are  officers  or
directors  of the Company,  subject to the  restriction  that all  opportunities
contemplated by the Company's plan of operation  which come to their  attention,
either  in the  performance  of their  duties or in any  other  manner,  will be
considered  opportunities  of,  and be made  available  to the  Company  and the
companies  that they are  affiliated  with on an equal  basis.  A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company and the  companies  with which the  officers  and  directors  are
affiliated  both desire to take advantage of an  opportunity,  then the Board of
Directors  has agreed that said  opportunity  should be  available  to each such
company in the order in which such companies registered or became current in the
filing of annual  reports under the Exchange Act  subsequent to January 1, 1997.
All directors may still  individually  take  advantage of  opportunities  if the
Company should decline to do so. Except as set forth above,  the Company has not
adopted any other conflict of interest policy with respect to such transactions.

         The Company's  Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition  of, any entity in which any officer
or director  serves as an officer or  director or in which they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so.

         There can be no assurance that management will resolve all conflicts of
interest in favor of the Company.

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 1998
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

                                       20

<PAGE>



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                     Restricted              Securities
Principal                          ($)                ($)            Annual                    Stock                   Underlying
Position                                                             Compensation              Award(s)                Options/
                                                                     ($)                       ($)                     SARs (#)
------------------------------------------------------------------------------------------------------------------------------------
Virgil K.           1996           0                  0              0                         40,000,000              0
Kimbell,
President
                  ------------------------------------------------------------------------------------------------------------------
                    1997           0                  0              0                         0                       0
                  ------------------------------------------------------------------------------------------------------------------
                    1998           0                  0              0                         0                       0
------------------------------------------------------------------------------------------------------------------------------------
Wesley F.           1995           0                  0              0                         0                       0
Whiting,
Secretary
                  ------------------------------------------------------------------------------------------------------------------
                    1996           0                  0              0                         0                       0
                  ------------------------------------------------------------------------------------------------------------------
                    1997           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)

         Virgil Kimbell,  President and a Director, was issued 40,000,000 common
shares in December 1998 in consideration of satisfaction of a payable of $26,861
and for obtaining releases and settlement of $516,704 in total debt.

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


                                       21

<PAGE>

<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>

*  See "Compensation Table of Executives"

Item 11.          Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth  information,  as of December 31, 1998,
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>

      Stock        Names and Address                           Beneficial                Percent
Title of Class     of Beneficial Owner                         Ownership                 of Class
<S>                <C>                                         <C>                       <C>
Common             Virgil K. Kimbell                           5,000,000                 7.1%
                   1820 Sharpless Dr.
                   La Habra Heights, CA

Common             H. Daniel Boone                             60,000,000                85.7%
                   1820 Sharpless Dr.
                   La Habra Heights, CA

</TABLE>

                  Security Ownership of Certain Beneficial Owners and Management
(Continued)

         The following  table sets forth  information,  as of December 31, 1998,
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.


                                       22

<PAGE>

<TABLE>
<CAPTION>


      Stock                Names and Address                          Beneficial                Percent
Title of Class             of Beneficial Owner                        Ownership                 of Class
<S>                        <C>                                        <C>                       <C>
Common                     Virgil K. Kimbell                           5,000,000                 7.1%
                           1820 Sharpless Dr.
                           La Habra Heights, CA

Common                     Wesley F. Whiting                           0                         0%
                           5855 Parfet Street
                           Arvada, CO  80004

Common                     Reginald T. Green                           0                         0%
                           16538 W. 76th Drive
                           Arvada, CO  80007

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

Item 12.          Certain Relationships and Related Transactions

         Virgil Kimbell,  President and a Director, was issued 40,000,000 common
shares in December 1998 in consideration of satisfaction of a payable of $26,861
and for obtaining releases and settelement of $516,704 in total debt.

                                     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:
                           Report dated October 22, 1998

                  2.       Exhibits:  None.


                                       23

<PAGE>



                                      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


                                       24

<PAGE>



                                   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: June 7, 1999

                                           /s/ Virgil K. Kimbell
                                           -------------------------------------
                                           Virgil K. Kimbell, President/Director


                                           /s/ Wesley F. Whiting
                                           -------------------------------------
                                           Secretary, Director


                                           /s/ Reginald T. Green
                                           -------------------------------------
                                           Director



                                       25

<PAGE>



                            KIMBELL-deCAR CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                                DECEMBER 31, 1998


<PAGE>



                           MICHAEL JOHNSON & CO., LLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                          9175 E Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson, CPA                               Telephone:  (303) 796-0099
Member:  AICPA                                              Fax:  (303) 796-0137
Colorado Society of CPAs

                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
Kimbell deCar corporation
Evergreen, CO

We have audited the accompanying  balance sheet of Kimbell deCar  Corporation (A
Development  Stage Company) as of December 31, 1998,a nd the related  statements
of operations,  cash flows, and changes in  stockholders'  equity for the period
April 22, 1986 (Inception), through December 31, 19998, and the fiscal year then
ended.  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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financials   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 presented. 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 Kimbell deCar Corporation at
December 31, 1998,  and the results of its operations and its cash flows for the
period April 22, 1986  (Inception),  through  December 31, 1998,  and the fiscal
year 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 loss from  operations,  working
capital  deficiency,  and capital deficiency raises substantial doubts about its
ability to continue as a going  concern.  The Company's  continuation  as a gong
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, 1996 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.

/s/ Michael Johnson & Co., LLC
Denver, CO
May 18, 1999


<PAGE>

<TABLE>
<CAPTION>


                            KIMBELL deCAR CORPORATION
                          (A Development Stage Company)
                                  Balance Sheet


                                                               December                  December
                                                               31, 1998                  31, 1997

ASSETS:
<S>                                                            <C>                       <C>
Current Assets:

  Cash                                                          $196                      $196
                                                      -----------------------------------------------------

Total Current Assets                                             196                       196

TOTAL ASSETS                                                    $196                      $196
                                                      =====================================================

LIABILITIES & STOCKHOLDERS' DEFICIENCY:

Current Liabilities:
  Accounts Payable - Officer                                       -                    26,861
  Accrued Compensation                                             -                   112,000
  Note Payable - Scovil                                            -                    10,692
  Note Payable - Porter                                            -                   367,151
                                                      -----------------------------------------------------

Total Current Liabilities                                          -                   516,704
                                                      -----------------------------------------------------

TOTAL LIABILITIES                                                  -                   516,704

Stockholders' Deficiency

  Common stock 1,000,000,000 shares authorized,
no par value, 70,000,000 shares, issued and
outstanding                                                        -                         -
  Additional paid-in capital                                 694,537                   177,833
  Deficit accumulated during the development
stage                                                       (694,341)                 (694,341)
                                                      -----------------------------------------------------

Total Stockholders' Deficiency                                   196                  (516,508)
                                                      -----------------------------------------------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY                    $196                      $196
                                                      =====================================================

</TABLE>

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



<PAGE>


<TABLE>
<CAPTION>

                            KIMBELL deCAR CORPORATION
                          (A Development Stage Company)
                             Statement of Operations



                                                    For the Year               For the Year               April 22, 1986
                                                    Ended                      Ended                      (Inception) thru
                                                    December 31,               December 31,               December 31, 1998
                                                    1998                       1997
<S>                                                       <C>                  <C>                              <C>
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                          300,785
 Depreciation                                              -                          -                           17,257
 Consulting                                                -                          -                           66,700
 Travel & Promotion                                        -                        359                           28,479
 Inventory Writedown                                       -                          -                           26,536
 Office Expense                                            -                     14,722                           42,185
 Salaries                                                  -                          -                          174,933
 Miscellaneous Expenses                                    -                          -                           28,339
 Payroll Taxes                                             -                          -                            6,685
                                                  -----------------------------------------------------------------------------

TOTAL EXPENSES                                             -                    142,773                          691,899
                                                  -----------------------------------------------------------------------------

Loss From Operations                                       -                   (142,773)                        (650,962)

Other Income & (Expense):
 Interest Expense                                          -                    (52,295)                         (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)                         (43,379)
                                                  -----------------------------------------------------------------------------

NET LOSS                                                   -                  ($195,068)                       ($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                                $0.023
                                                  =============================================================================

</TABLE>

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



<PAGE>

<TABLE>
<CAPTION>


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


                                          For the Year                    For the Year                     April 22, 1986
                                          Ended December                  Ended December                   (Inception)
                                          31, 1998                        31, 1997                         thru December
                                                                                                           31, 1998
<S>                                               <C>                      <C>                             <C>
Cash Flows from
Operating Activities:

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

Amortization and
Depreciation                                       -                                -                          17,257
(Decrease) Increase in
Accounts Payable                             (26,861)                          (1,000)                               -
(Decrease) Increase in
Notes Payable                               (377,843)
(Decrease) Increase in
Accrued Compensation                        (112,000)                                -                         112,000
                                            ----------------------------------------------------------------------------------

Net Cash Flows Used by                      (516,704)                        (196,068)                       (565,084)
Operations

Cash Flows from
Investing Activities:
 Capital Expenditures                              -                                -                        (17,257)

Net Cash Flows Used by
Investing Activities                               -                                -                        (17,257)
                                            ----------------------------------------------------------------------------------

Cash Flows from
Financing Activities:
 Proceeds from Notes
Payable                                      516,704                          191,514                         404,704
 Proceeds from Sale of
Stock                                              -                                -                         177,833
                                             ---------------------------------------------------------------------------------

Net Cash Flows Provided
by Financing Activities
                                             516,704                          191,514                         582,537

Net Increase (Decrease)
in Cash                                            -                          (4,554)                             196
                                            ----------------------------------------------------------------------------------

Cash at Beginning of
Period                                           196                            4,750                               -
                                            ----------------------------------------------------------------------------------

Cash at End of Period                           $196                             $196                            $196
                                            ==================================================================================

Interest Paid                                     $-                          $31,241                         $47,102

Taxes Paid                                        $-                               $-                              $-
                                            ==================================================================================

</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>


                            KIMBELL deCAR CORPORATION
                          (A Development Stage Company)
                        Statement of Stockholders' Equity



                                                 # of                    Common              Accumulated               Totals
                                                 Shares                  Stock               Deficit
<S>                                             <C>                    <C>                     <C>                       <C>
Issuance of Stock to Founders                   25,000,000              $2,500                       $-                   $,2500

Public Stock Offering                            5,000,000             175,333                        -                  175,333

Net Loss - April, 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                    30,000,00              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                    30,000,000             177,833                 (329,271)                (151,438)
Net Loss 1993                                            -                   -                      (92)                     (92)
                                                -----------------------------------------------------------------------------------

Balance at December 31, 1993                    30,000,000             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)
Issuance for Cash (Dec 1998)                    40,000,000              26,861                        -                   26,861
Net Loss 1998                                            -                   -                        -                        -
                                                -----------------------------------------------------------------------------------

Balance at December 31, 1998                    70,000,000            $204,694                ($694,341)               ($489,648)
                                                ===================================================================================

</TABLE>

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



<PAGE>


                            KIMBELL-DECAR CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1998



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 States.  The company  completed a public stock offering
in November  1986.  Although the company has commenced  its  principal  business
operations,  the  revenues  there from 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,
70,000,000  shares are issued and  outstanding at December 31, 1998. 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.  On December 9, 1998, the Company issued 40,000,000
shares to Virgil Kimbell as compensation for $26,861 in cash advances.

         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.