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, 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          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, 1999
-----                                       ----------------------------
Common stock                                         2,916,681
No par value


<PAGE>

<TABLE>
<CAPTION>


                            KIMBELL deCAR CORPORATION
                          (A Development Stage Company)

                                  BALANCE SHEET


                                                              June 30,                    December 31,
                                                              1999                        1998
                                                              (unaudited)                 (audited)

<S>                                                                           <C>                             <C>
Assets:

Total                                                                                $0                            $196

                                                               ------------------------          ----------------------
TOTAL ASSETS                                                                         $0                            $196
                                                               ========================          ======================

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                               ========================          ======================
Current liabilities:
Accounts payable-Officer                                                             $0                              $0
Accrued Compensation                                                                  0                               0
Note Payable                                                                          0                               0
Total current liabilities                                                             0                               0
TOTAL LIABILITIES                                                                     0                               0
Stockholder's Deficiency:
Common stock 1,000,000,000 shares
authorized, no par value
30,000,000 shares, issued and                                                   694,537                         694,537
outstanding
Deficit accumulated during the                                                (694,341)                       (694,341)
development stage
                                                               ------------------------          ----------------------
TOTAL STOCKHOLDERS' DEFICIENCY                                                      196                             196
                                                               ------------------------          ----------------------

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

</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>


                            KIMBELL-deCAR CORPORATION
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS
                                   (unaudited)



                                         Three months           Three months            Six months            Six months
                                           ended June             ended June            ended June            ended June
                                             30, 1999               30, 1998              30, 1999              30, 1998
                                          (Unaudited)            (Unaudited)           (Unaudited)
<S>                                         <C>                    <C>                   <C>                   <C>
REVENUE:
  Interest Income                                   -                      -                     -                     -
 Miscellaneous                                      -                      -                     -                     -
income
                               ---------------------- ---------------------- ---------------------  --------------------
TOTAL REVENUES                                      -                      -                     -                     -

EXPENSES:
  General &                                         0                      0                     0                     0
administrative
  Depreciation                                      -                      -                     -                     -
expenses
  Professional                                      -                      -                     -                     -
Fees
  Bad debts                                         -                      -                     -                     -
  Services                                          -                      -                     -                     -
contributed by
officers
                               ---------------------- ---------------------- ---------------------  --------------------

TOTAL COSTS &                                      $0                     $0                     0                     0
EXPENSES
                               ---------------------- ---------------------- ---------------------  --------------------
NET INCOME (LOSS)                                   0                      0                     0                     0
ON OPERATIONS ITEM
Interest Expense                                    -                      -                     -                     -
NET INCOME (LOSS)                                  $0                     $0                    $0                    $0
                               ====================== ====================== =====================  ====================
NET INCOME (LOSS)                                .000                      0                     -                     0
PER SHARE:
Income (loss)
before
extraordinary item
                               ---------------------- ---------------------- ---------------------  --------------------
NET INCOME (LOSS)                                .000                      0                     0                     0
                               ---------------------- ---------------------- ---------------------  --------------------
WEIGHTED AVERAGE                            2,916,681              1,250,000             2,916,681             1,250,000
NUMBER OF 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)

                                                              Six months ended          Six months ended
                                                              June 30, 1999             June 30, 1998

<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                                                       $0                         $0
payable
                                                                   -----------------------  -------------------------
  Cash (used) by operating activities                                                    -                          0
                                                                   -----------------------  -------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of assets                                                                     -                          -
  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                                                    -                          -
                                                                   =======================  =========================


</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  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 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 make estimates and assumptions that


<PAGE>



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.

Related Party Transaction:

On December 9, 1998, the Company issued to Virgil Kimbell  40,000,000  shares in
consideration for the $26,681 in cash advances.

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations for quarter ended June 30, 1999 compared to same period in
1998

         The  Company  has no current  business  operations.  The Company had no
expenses for the three month period in 1999 or 1998. The revenues for the period
were none in 1999 or 1998. The Company recorded no loss or profit for the period
in 1999 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 1999 second  quarter was $.00 per share,
as compared to a profit/loss of ($.00) per share for the second quarter of 1998.

Results of Operations for six months ended June 30, 1999 compared to same period
in 1998

         The Company has  experienced  no  operating  expenses for the six month
period in 1999 as compared to ($0) for the same period in 1998. The revenues for
the period were none in 1998 or 1999.  The company  recorded  nor profit or loss
for the period in 1998 and no profit or loss in 1999.  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.

         Profit/loss per share for the 1999 six month period was $.00 per share,
as compared to a profit/loss of ($0) per share for the same period in 1998.

Liquidity and Capital Resources

         The Company had nominal cash capital at the end of the period.


<PAGE>



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

                  Pursuant  to an  Information  Statement  and Notice of Special
                  Meeting of  Shareholders  on April 9, 1999,  the  shareholders
                  approved  a one  for  24  reverse  split  of  the  issued  and
                  outstanding common shares.

                  Further,  the shareholders  approved the change of name of the
                  corporation  to  a  name  to  be  approved  by  the  Board  of
                  Directors.

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None

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

                  Pursuant  to an  Information  Statement  and Notice of Special
                  Meeting of  Shareholders  on April 9, 1999,  the  shareholders
                  approved  a one  for  24  reverse  split  of  the  issued  and
                  outstanding common shares.

                  Further,  the shareholders  approved the change of name of the
                  corporation  to  a  name  to  be  approved  by  the  Board  of
                  Directors.

ITEM 5.           OTHER INFORMATION

                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  a.       A report  on Form 8-K was  filed  on April  21,  1999
                           which is incorporated herein by this reference.

                  b.       Exhibits

                           Amendments to Articles of Incorporation for Kimbell
                           de Car Corporation



<PAGE>



                                   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:  August 17, 1999                            /s/ Virgil Kimbell
                                                  ------------------------------
                                                  Virgil Kimbell, President




<PAGE>



                              ARTICLES OF AMENDMENT
                                       OF
                          THE ARTICLES OF INCORPORATION
                                       OF
                           KIMBELL DE CAR COROPORATION

         Pursuant to the provisions of the Colorado  Business  Corporation  Act,
the undersigned  corporation has adopted the following  Articles of Amendment to
its Articles of Incorporation:

         FIRST:  The name of the Corporation is Kimbell de Car Corporation.

         SECOND:  The Articles of  Incorporation  of the  Corporation are hereby
amended, and a reverse stock split in the ration of 1-for-24 is hereby effected,
by the addition of the following provision to the end of Article V thereof:

         "Reverse  Stock Split"  Simultaneously  with the effective date of this
agreement (the "Effective Date"), each share of the Corporation's  Common Stock,
no par value,  issued and  outstanding  immediately  prior to the Effective Date
(the "Old Common Stock") shall  automatically and without any action on the part
of the holder  thereof be  reclassified  as and  changed,  pursuant to a reverse
stock split (the "Reverse  Stock Split"),  into a fraction  thereof of 1/24 of a
share of the  corporation's  outstanding  Common  Stock,  no par value (the "New
Common  Stock"),  subject to the  treatment  of  fractional  share  interests as
described below. Each holder of a certificate or certificates  which immediately
prior to the Effective Date represented  outstanding  shares of Old Common Stock
(the "Old  Certificates,"  whether one or more) representing the number of whole
shares of the New  Common  Stock  into which and for which the shares of the Old
Common Stock formerly  represented by such Old  certificates  so surrendered are
reclassified  under the terms  hereof.  From and after the Effective  Date,  Old
Certificates shall represent only the right to receive New Certificates pursuant
to the provisions hereof. No certificates or scrip representing fractional share
interests  in New  Common  Stock will be issued,  and no such  fractional  share
interest  will  entitle  the  holder  thereof  to vote,  or to any  rights  of a
shareholder of the  Corporation.  Any fraction of a share of New Common Stock to
which the holder  would  otherwise  be entitled  will be adjusted  upward to the
nearest whole share.  If more than one Old  Certificate  shall be surrendered at
one time for the account of the same  Shareholder,  the number of full shares of
New Common Stock for which New Certificates shall be issued shall be computed on
the basis of the aggregate number of shares  represented by the Old Certificates
so surrendered.  In the event tha the  Corporation's  Transfer Agent  determines
that a holder of Old  Certificates  has not  tendered all his  certificates  for
exchange,  the Transfer Agent shall carry forward any fractional share until all
certificates  of that holder have been  presented for exchange such that payment
for  fractional  shares to any one  person  shall not  exceed  the values of one
share.  If any New  Certificates  is to be issued in a name  other  than that in
which  the  Old  Certificates  surrendered  for  exchange  are  issued,  the Old
Certificates so surrendered  shall be properly  endorsed and otherwise in proper
form for  transfer.  From and after the  Effective  Date,  the amount of capital
represented  by the shares of the New Common  Stock into which and for which the
shares of the Old Common Stock are reclassified  under the terms hereof shall be
the same as the amount of capital  represented by the shares of Old Common Stock
so  reclassified,  until  thereafter  reduced of  increased in  accordance  with
applicable law.

         THIRD: By written  informal action,  unanimously  taken by the Board of
Directors  of the  Corporation  effective  April 19,  1999,  pursuant  to and in
accordance  with  Sections  7-108-202  and  7-110-103 of the  Colorado  Business
Corporation  Act,  the Board of Directors  of the  Corporation  duly adopted and
recommended the amendments described above to the Corporation's shareholders for
their approval.



<PAGE>


         FOURTH:  Notice  having  been  properly  given to the  shareholders  in
accordance with Sections  7-107-105 and 7-110-103,  at a meeting of shareholders
held on April 19,  1999,  the  number  of votes  cast for the  amendment  by the
shareholders  entitled to vote on the amendment was  sufficient  for approval by
the shareholders.

         IN WITNESS  WHEREOF,  KIMBELL DE CAR, has caused  these  presents to be
signed in its name and on its  behalf by Coke  Reeves,  its  President,  and its
corporate  seal  to be  hereunder  affixed  and  attested  by Rose  Reeves,  its
Secretary,  on the 6th day of July,  1999, and its President  acknowledges  that
these  articles of Amendment  are the act and deed of Kimbell de Car and,  under
the  penalties  of perjury,  that the  matters  and facts set forth  herein with
respect to authorization  and approval are true in all material  respects to the
best of his knowledge, information and belief.

KIMBELL DE CAR CORPORATION


By: ____________________________                  By:___________________________
         Wesley F. Whiting                              Virgil Kimbell
         Secretary                                      President