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 12-31-94
                        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, 1994:  $0

Number of outstanding shares of the registrant's no par value
common stock, as of December 31, 1994: 30,000,000






















                                        2

<PAGE>



                                     PART 1

Item 1.           Business

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

         No  significant  business  activity was conducted by the Company during
         the fiscal year. As a result,  no income was realized by the Company in
         its last fiscal year.

         The Company 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 1994.

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

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



                                        3

<PAGE>



                                     PART II

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

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

                                 1994                          HIGH     LOW

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

                                 1993                          HIGH     LOW

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

                                 1992                          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, 1994,  there were 40 record holders of the Company's
         common Stock.

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



                                        4

<PAGE>



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

                  FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION

         No operations  were  conducted  and no revenues  were  generated in the
fiscal year. The Company had no income or revenues in 1994.

                  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.

                  RESULTS OF OPERATIONS

1994 Compared to 1993

         During the fiscal year ended  December 31, 1994,  the Company  incurred
$105 in general and  administrative  expenses,  and  accrued $0 for  services of
officers.  In 1993,  the  Company  incurred  $92 in General  and  Administrative
expenses,  and $0 for services rendered by officers. At present, the Company has
no  business  income  or  operations.   Accordingly,   the  reported   financial
information  herein may not be indicative of future operating  results.  Loss on
operations in 1994 was ($105) compared to the 1993 loss on operations of ($92).

1993 Compared to 1992

         During the fiscal year ended  December 31, 1993,  the Company  incurred
$92 in general  and  administrative  expenses,  and  accrued $0 for  services of
officers.  In 1992,  the  Company  incurred  $0 in  General  and  Administrative
expenses,  and $0 for services rendered by officers. At present, the Company has
no  business  income  or  operations.   Accordingly,   the  reported   financial
information  herein may not be indicative of future operating  results.  Loss on
operations in 1993 was ($92) compared to the 1992 loss on operations of ($0).

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).

                                       5

<PAGE>

         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,
         1994, are as follows:

          NAME                        AGE                  POSITION
----------------                     ------             ------------------------
Virgil K. Kimbell                     74                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.

                                       6
<PAGE>


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

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

         a.       Virgil K. Kimbell              President and Director

         2. For each person, listed by subparagraph letter above:

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

a.       1                  none                            Annual Form 5 (1994)

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 1994
fiscal year. No one executive officer received,  or has accrued for his benefit,
in excess of $60,000  for the year.  No cash  bonuses  were or are to be paid to
such persons.

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

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

                                       7
<PAGE>
<TABLE>
<CAPTION>

                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES
<S>                      <C>             <C>               <C>             <C>                         <C>                <C>

                                            Annual Compensation                                  Awards
====================================================================================================================================
Name and                  Year           Salary             Bonus          Other Annual                Restricted         Securities
Principal                                ($)                ($)            Compensation                Stock              Underlying
Position                                                                   ($)                         Award(s)           Options/
                                                                                                       ($)                SARs (#)
------------------------------------------------------------------------------------------------------------------------------------
Virgil K.                 1994           0                  0              0                           0                       0
Kimbell, President
                        ------------------------------------------------------------------------------------------------------------
                          1993           0                  0              0                           0                       0
                        ------------------------------------------------------------------------------------------------------------
                          1992           0                  0              0                           0                       0
====================================================================================================================================
</TABLE>

         Option/SAR Grants Table (None)

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

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

<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>

Item 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT

         The following  table sets forth  information,  as of December 31, 1994,
with respect to the  beneficial  ownership of the  Company's no par value common
stock by each  person  known by the Company to be the  beneficial  owner of more
than five percent of the outstanding common stock.



                                        8

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



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

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

</TABLE>
<TABLE>
<CAPTION>


                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT (CONTINUED)

         The following  table sets forth  information,  as of December 31, 1994,
with respect to the  beneficial  ownership of the  Company's no par value common
stock by the directors and officers of the Company,  both  individually and as a
group.
<S>                       <C>                                         <C>                       <C>    

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

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

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

                                     PART IV

Item 13.          EXHIBITS AND REPORTS ON FORM 8-K

                  The following documents are filed as part of this report:

                  1.       Reports on Form 8-K: None


                                       9

<PAGE>

                  2.       Exhibits:


                                      INDEX

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

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

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

27.1              Financial Data Schedule              EX-27.1


                                   SIGNATURES

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

                                            KIMBELL - DECAR CORPORATION
                                            (Registrant)

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


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

                                             KIMBELL - DECAR CORPORATION
                                            (Registrant)

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


                                       10

<PAGE>





                            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