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
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(Exact name of registrant as specified in its charter)
Colorado 33-0179781
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(State of incorporation) (I.R.S. Employer
Identification No.)
1820 Sharpless Drive, LaHabra Heights, CA 90631
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(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
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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
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Cash (used) by operating activities - 0
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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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 196
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 196
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 196
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 694,537
<OTHER-SE> (694,341)
<TOTAL-LIABILITY-AND-EQUITY> 196
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
