SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10QSB


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                                         Commission File Number
September 30, 1998                                              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, LaHabra Heights, CA 90631
               (Address of principal executive offices) (Zip Code)
          ---------------------------------------------------------------
            Registrant's telephone number, including area code: None


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 _____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

CLASS                                          OUTSTANDING AT SEPTEMBER 30, 1998
----------------                               ---------------------------------
Common stock                                         30,000,000
No par value


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<TABLE>
<CAPTION>


                            KIMBELL DECAR CORPORATION
                          (A Development Stage Company)

                                  BALANCE SHEET

<S>                                                           <C>                                    <C>

                                                              September 30,                          December 31,
                                                              1998                                   1997
                                                              ----                                   ----
                                                              (unaudited)                            (audited)

Assets:



Total                                                            $196                                196


                                                               ---------------------------         --------------------------

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



              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accounts payable-Officer                                         $26,861                             $27,861

Accrued Compensation                                             112,000                             112,000

Note Payable - Scovil                                            10,692                              10,692

Note Payable - Porter                                            367,151                             367,151
                                                               ---------------------------         --------------------------

TOTAL CURRENT LIABILITIES                                        516,704                             516,704

TOTAL LIABILITIES                                                516,704                             516,704

STOCKHOLDER'S DEFICIENCY:

Common stock 1,000,000,000 shares
authorized, no par value

30,000,000 shares, issued and                                    177,833                             177,833
outstanding

Deficit accumulated during the                                   (694,341)                           (694,341)
development stage
                                                               ---------------------------         --------------------------

TOTAL STOCKHOLDERS' DEFICIENCY                                   (516,508)                           (516,508)
                                                               ---------------------------         --------------------------



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



                   The accompanying notes are an integral part of the financial statements.
</TABLE>


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<TABLE>
<CAPTION>


                            KIMBELL-DECAR CORPORATION
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS
                                   (unaudited)



<S>                             <C>                      <C>                      <C>                    <C>
                                Three                    Three                    Nine                   Nine
                                months                   months                   months                 months
                                ended                    ended                    ended                  ended
                                Sept. 30,                Sept. 30,                Sept. 30,              Sept. 30,
                                1998                     1997                     1998                   1997
                                (Unaudited)              (Unaudited)              (Unaudited)

REVENUE:

  Interest                      -                        -                        -                      -
  Income

                                -                        -                        -                      -
Miscellaneous
income
                              --------------------------------------------------------------------------------------------------

TOTAL REVENUES                  -                        -                        -                      -



EXPENSES:

  General &                     0                        0                        0                      17,722
  administrative

  Depreciation                  -                        -                        -                      -
  expenses

  Professional                  -                        -                        -                      127,692
  Fees

  Bad debts                     -                        -                        -                      359

  Services                      -                        -                        -                      -
  contributed by
  officers
                              --------------------------------------------------------------------------------------------------



TOTAL COSTS &                   $0                       $0                       0                      142,773
EXPENSES
                              --------------------------------------------------------------------------------------------------



<PAGE>




                              --------------------------------------------------------------------------------------------------

NET INCOME                      0                        0                        0                      (142,773)
(LOSS) ON
OPERATIONS
ITEM

Interest                        -                        -                        -                      (52,295)
Expense

NET INCOME                      $0                       $0                       $0                     (195,068)
(LOSS)
                              ==================================================================================================

NET INCOME                      >.000                    0                        0                      ($.007)
(LOSS) PER
SHARE:
Income (loss)
before
extraordinary
item
                              --------------------------------------------------------------------------------------------------

NET INCOME                      >.000                    0                        0                      ($.007)
(LOSS)
                              --------------------------------------------------------------------------------------------------

WEIGHTED                        30,000,000               30,000,000               30,000,000             30,000,00
AVERAGE NUMBER                                                                                           0
OF SHARES
OUTSTANDING
                              --------------------------------------------------------------------------------------------------




                 The accompanying notes are an integral part of the financial statements.
</TABLE>



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<TABLE>
<CAPTION>


                            KIMBELL DECAR CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (unaudited)

<S>                                                                 <C>                    <C>
                                                                    Nine months ended      Nine months ended
                                                                    September 30, 1998     September 30, 1997

CASH FLOWS FROM
OPERATING ACTIVITIES:

  Net income (loss)                                                 $0                     $(195,068)

  Items not requiring                                               -                      -
  cash:

  Depreciation                                                      -                      -

  Contributed                                                       -                      -
  services

  (Gain) loss on                                                    -                      -
  disposal of equipment

  Other                                                             -                      -

  Contingency                                                       -                      -
  recorded as note
  payable

  Additional payables                                               -                      -
  transferred to
  equity

  (Increase) decrease                                               -                      -
  in accounts
  receivable

  Increase (decrease)                                               $0                     $195,068
  in accounts payable
                                                                  ------------------------------------------------

  Cash (used) by                                                    -                      (195,068)
  operating
  activities
                                                                  ------------------------------------------------

<PAGE>


CASH FLOWS FROM
INVESTING ACTIVITIES:

  Purchase                                                          -                      -

  Purchase of other                                                 -                      -
  equipment

                                                                  ------------------------------------------------

  Cash provided                                                     -                      -
  (used) by investing
  activities
                                                                  ------------------------------------------------



CASH FLOWS FROM
FINANCING ACTIVITIES:

  Notes payable                                                     -                      -
  payments

  Proceeds from sale                                                -                      -
  of common stock and
  warrants, net of
  registration costs

  Purchase of                                                       -                      -
  treasury stock
                                                                  ------------------------------------------------

  Cash provided by                                                  -                      -
  financing
  activities
                                                                  ------------------------------------------------

Increase (decrease)                                                 -                      -
in cash & cash
equivalents

Cash & cash                                                         -                      -
equivalents -
beginning of year
                                                                  ------------------------------------------------

Cash & cash                                                         -                      -
equivalents - end of
year
                                                                  ================================================




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

</TABLE>


<PAGE>



                            KIMBELL DECAR CORPORATION
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

ORGANIZATION:

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

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

INITIAL PUBLIC OFFERING:

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

The Company's fiscal year end is December 31.

CASH EQUIVALENTS:

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

ESTIMATES:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to


<PAGE>



make  estimates  and   assumptions   that  affect  certain  report  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.

ITEM 2.

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

RESULTS OF  OPERATIONS  FOR QUARTER  ENDED  SEPTEMBER  30, 1998 COMPARED TO SAME
PERIOD IN 1997.

         The Company has no current business operations.

     The Company  has  experienced  no  operating  expenses  for the three month
period as in 1998 or in 1997.  The  revenues for the period were none in 1997 or
1998.  The Company  recorded no loss for the period in 1997 and no loss in 1998.
Losses on operations may occur until revenues can be achieved. While the Company
is seeking capital  sources for  investment;  there is no assurance that sources
can be found.

         Profit/loss  per share for the 1998 third quarter was $.00 per share as
compared to a profit/loss of ($.00) per share for the same quarter of 1997.

RESULTS OF OPERATIONS FOR NINE MONTHS ENDED  SEPTEMBER 30, 1998 COMPARED TO SAME
PERIOD IN 1997.

          The Company has no  current  business operations.  The Company  had no
expenses for the nine month  period in 1998 as compared  to $142,773 in the 1997
period.  The  revenues for  the period  were none in  1997 or 1998.  The Company
recorded no loss or profit for the  period in 1998  as compared to 1997 in which
it  sustained net losses of  ($195,068).  Losses on  operations  may occur until
revenues can  be achieved.  While  the Company  is seeking  capital sources  for
investment;  there is no assurance that sources can be found.

         Profit/loss  per  share  for the 1998 nine  month  period  was $.00 per
share,  as compared to a profit/loss  of ($.07) per share for the same period of
1997.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The  Company  had nominal  cash  capital at the end of the period.  The
Company  will be forced to either  borrow money or make  private  placements  of
stock in order to fund any limited  operations.  No  assurance  exists as to the
ability to achieve loans or make private placements of stock.


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

                  None

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None

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

                  None

ITEM 5.           OTHER INFORMATION

                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  No reports on Form 8-K were made for the period for which this
report is filed.

                                   SIGNATURES

Pursuant  to the  requirements  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


                                                    /s/ Virgil Kimbell
                                                    ----------------------------
Date:                                               Virgil Kimbell, President




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