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
March 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 March 31, 1998

Common stock                                         30,000,000
No par value

<PAGE>

     KIMBELL de-CAR CORPORATION (A Development Stage Company)

<TABLE>
<CAPTION>
                                                                           BALANCE SHEET

                                                                 March 31,                           December 31,
                                                                 1998                                1997
                                                                 (unaudited)                         (audited)
<S>                                                              <C>                                 <C>

Assets:

TOTAL ASSETS                                                     $196                                $196
</TABLE>

<TABLE>
<CAPTION>

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<S>                                                              <C>                                 <C>
Current liabilities:

Accounts Payable-Officers                                        26,861                              26,861

Accrued Compensation                                             112,000                             112,000

Notes Payable                                                    377,843                             377,843
                                                               --------------------------------------------------------------

Total current liabilities                                        $516,704                            $516,704



Stockholder's equity (Deficit):

Common stock, no par value; authorized,
1,000,000,000 shares: Issued and outstanding
30,000,000 shares at March 31, 1998 and
December 31, 1997                                                177,833                             177,833

Accumulated (deficit) during the development
stage                                                            (694,341)                           (694,341)

Total Stockholders' equity                                       (516,508)                           (516,508)



TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY                                                           $196                                $196
</TABLE>






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


<PAGE>



                                             KIMBALL deCAR CORPORATION
                                           (A Development Stage Company)

                                              STATEMENT OF OPERATIONS
                                                    (unaudited)

<TABLE>
<CAPTION>

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

                                           Cumulative During              Three months ended      Three months ended
                                           Development Stage to           March 31, 1998          March 31, 1997
                                           12/31/97                       (Unaudited)


REVENUE:

  Interest Income                          2,299                          -                       -

  Miscellaneous income                     -                              -                       -

TOTAL REVENUES                             2,299                          -                       -



EXPENSES:

  General & administrative                 -                              -                       14,722

  Interest expense                         (68,156)                       -                       -

  Depreciation expenses                    17,257                         -                       -

  Professional fees                        300,785                        -                       127,692

  Bad debts                                -                              -                       359

TOTAL                                      249,886                        -                       142,773



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

  Interest Expense                         (68,156)                       -                       (52,295)

TOTAL COSTS & EXPENSES                     691,899                        -                       (195,068)

NET INCOME (LOSS) BEFORE                   ($24,363)                      -                       0
EXTRAORDINARY ITEM

NET INCOME (LOSS)                          ($24,363)                      $0                      (195,068)

NET INCOME (LOSS) PER SHARE:               .023                           -                       .007
Income (loss) before extraordinary item

NET INCOME (LOSS)                          >.000                          -                       -

WEIGHTED AVERAGE NUMBER OF                 30,000,000                     30,000,000              30,000,000
SHARES OUTSTANDING
</TABLE>



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


<PAGE>
<TABLE>
<CAPTION>

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


<S>                                                     <C>                         <C>                        <C>
                                                        Cumulative During           Three months ending        Three months ending
                                                        Development Stage           3/31/98                    3/31/97
                                                        to 12/31/97

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                     $(694,341)                  $0                         ($195,068)

  Items not requiring     cash:                         -                           -                          -

  Depreciation                                          17,257                      -                          -

  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)in accounts payable                $(26,861)                   $0                         $195,068
                                                      ------------------------------------------------------------------------------

  Cash (used) by operating activities                   (538,223)                   -                          (195,068)
                                                      ------------------------------------------------------------------------------



CASH FLOWS FROM INVESTING ACTIVITIES:

  Cash provided (used)  by investing activities         -                           0                          0
                                                      ------------------------------------------------------------------------------


CASH FLOWS FROM FINANCING ACTIVITIES:

  Notes payable                                         377,843                     -                          -

  Proceeds from saleof common stock and warrant         177,833                     -                          -
  net of registration costs

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

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

  Increase (decrease) in cash & cash equivalents        0                           0                          0                  

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

  Cash & cash equivalents - end of year                 196                         0                          196

                                                     ==============================================================================




      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 March  31,  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 make estimates and assumptions that
affect certain report amounts and disclosures.
Accordingly, actual results could differ from those estimates.



<PAGE>



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 March 31, 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 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. The Company losses will continue until 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  first  quarter  was $.00 per  share,  as
compared to a loss of ($.007) per share for the 1st quarter of 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.


                           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



<PAGE>


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




<PAGE>