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
June 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 _____ No X

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 JUNE 30, 1998

Common stock                                         30,000,000
No par value


<PAGE>


<TABLE>
<CAPTION>

                            KIMBELL DECAR CORPORATION
                          (A Development Stage Company)

                                  BALANCE SHEET


<S>                                                           <C>                         <C>
                                                              June 30,                    December 31,
                                                              1998                        1997
                                                              ----                        ----
                                                              (unaudited)                 (audited)

Assets:



Total                                                            $0                                  0


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

TOTAL ASSETS                                                     $0                                  $0
                                                               ===========================         ==========================


              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>


<PAGE>

<TABLE>
<CAPTION>


                            KIMBELL-DECAR CORPORATION
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS
                                   (unaudited)


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

                                Three                    Three                    Six months             Six
                                months                   months                   ended June             months
                                ended June               ended                    30, 1998               ended
                                30, 1998                 June 30, 1997            (Unaudited)            June 30, 1997
                                (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                        -                      ($.007)
(LOSS) PER
SHARE:
Income (loss)
before
extraordinary
item
                              --------------------------------------------------------------------------------------------------

NET INCOME                      >.000                    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>


<PAGE>

<TABLE>
<CAPTION>


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

<S>                                                                 <C>                    <C>
                                                                    Six months ended       Six months ended
                                                                    June 30, 1998          June 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
                                                                  ------------------------------------------------



CASH FLOWS FROM
INVESTING ACTIVITIES:

  Purchase assets                                                   -                      -

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

<PAGE>

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 June 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 JUNE 30, 1998 COMPARED TO SAME PERIOD IN
1997.

     The Company has no current business operations. The Company had no expenses
for the three month  period in 1998 or 1997.  The  revenues  for the period were
none in 1997 or 1998.  The Company  recorded no loss or profit for the period in
1997 or in 1998.  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 second  quarter was $.00 per share,
as compared to a profit/loss of ($.00) per share for the second quarter of 1997.

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

         The Company  has  experienced no operating expenses for the three month
period in 1998 as  compared  to  ($142,773)  for the same  period  in 1997.  The
revenues  for the period were none in 1997 or 1998.  The company  recorded a net
loss of  ($195,068)  for the  period  in 1997  and no loss in  1998.  Losses  on
operations  may occur  until  sufficient  revenues  can be  achieved.  While the
Company is seeking capital  sources for  investment;  there is no assurance that
sources can be found.

         Loss per share for the 1998 six month  period  was $.00 per  share,  as
compared to a loss of less than ($.007) per share for the same period in 1997.

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.


<PAGE>




                           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



Date:                                         ----------------------------------
                                              Virgil Kimbell, President




<PAGE>