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 31, 1999                                                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 March 31, 1999
-------------                               -----------------------------
Common stock                                         70,000,000
No par value


<PAGE>

<TABLE>
<CAPTION>


                           KIMBELL de-CAR CORPORATION
                          (A Development Stage Company)


                                  BALANCE SHEET


                                                                 March 31,                          December 31
                                                                 1999                               1998
                                                                 (unaudited)                        (unaudited)
<S>                                                              <C>                                <C>
Assets:

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

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Accounts Payable-Officers                                        0                                   0

Accrued Compensation                                             0                                   0

Notes Payable                                                    0                                   0
                                                               --------------------------------------------------------------

Total current liabilities                                        $0                                  $0



Stockholder's equity (Deficit):

Common stock, no par value; authorized,
1,000,000,000 shares: Issued and outstanding
70,000,000 shares at March 31, 1999 and
December 31, 1998:  Additional paid-in capital                   694,537                             177,833

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

Total Stockholders' equity                                       196                                 (516,508)
                                                                 ---                                 ---------
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY                                                           $196                                $196
                                                                 ====                                ====

</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>


                            KIMBALL deCAR CORPORATION
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS
                                   (unaudited)



                                                                                Three months          Three months
                                                                                ended March           ended March
                                                                                31, 1999              31, 1998
                                                                                (Unaudited)
<S>                                                                             <C>                   <C>
REVENUE:

  Interest Income                                                               -                     -

  Miscellaneous income                                                          -                     -

TOTAL REVENUES                                                                  -                     -



EXPENSES:

  General & administrative                                                      -                     -

  Interest expense                                                              -                     -

  Depreciation expenses                                                         -                     -

  Professional fees                                                             -                     -

Bad debts                                                                       -                     -

TOTAL                                                                           -                     -



  Loss on Operations                                                            -                     -

  Interest Expense                                                              -                     -

TOTAL COSTS & EXPENSES                                                          -                     -

NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                                     -                     -

NET INCOME (LOSS)                                                               $0                    0

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

NET INCOME (LOSS)                                                               -                     -

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                                   70,000,000            30,000,000

</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)


                                                    Three months ending        Three months ending
                                                    3/31/99                    3/31/98
<S>                                                 <C>                        <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:

  Net income (loss)                                 $0                         $0

  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) in accounts payable           $0                         0
                                                  -------------------------------------------------------

  Cash (used) by operating activities               -                          -
                                                  -------------------------------------------------------



CASH FLOWS FROM INVESTING
ACTIVITIES:

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



CASH FLOWS FROM FINANCING
ACTIVITIES:

  Notes payable                                     -                          -

  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                0                          0
equivalents

  Cash & cash equiv- alents - beginning of          -                          -
year
                                                  -------------------------------------------------------

  Cash & cash equiv- alents - end of year           196                        196
                                                  =======================================================

</TABLE>

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


<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, 1999 compared to same period
--------------------------------------------------------------------------------
in 1998.
-------

         The  Company  has no  current  business  operations.  The  Company  has
experienced  no  operating  expenses for the three month period and none for the
same period in 1998.  The revenues for the period were none in 1999 or 1998. The
company  recorded  no profit or loss for the  period in 1999 or 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 1999 first quarter was $.0 per share, as compared
to of $.0 per share for the 1st quarter of 1998.

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

                  A report on Form 8-K was dated  January  12, 1999 and filed on
January 20, 1999.



                                   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:   6/7/99                                  --------------------------------
      --------------                            Virgil Kimbell, President