UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-QSB

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

               For the Quarter Ended March 31, 2000

                                OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

     For the transition period from            to

                  Commission File Number 0-24431

                          LIL MARC, INC.
(Exact name of small business issuer as specified in its charter)

            Nevada                          84-1417774
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

          149 East 900 South, Salt Lake City, Utah 84111
             (Address of principal executive offices)

Registrant's telephone no., including area code:  (801) 322-0253

     Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes   X   No

               APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

             Class               Outstanding as of March 31, 2000

  Common Stock, $.01 par value                 1,768,666



                        TABLE OF CONTENTS
Heading                                                    Page
                  PART I.  FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements. . . . . . . . . . . .          3

          Independent Accountants' Review Report . . . . . . . . .          4

          Consolidated Balance Sheets -- March 31, 2000
            and December 31, 1999. . . . . . . . . . . . . . . . .          5

          Consolidated Statements of Operations -- three
            months ended March 31, 2000 and 1999 . . . . . . . . .          6

          Consolidated Statements of Stockholders' Equity. . . . .          7

          Consolidated Statements of Cash Flows -- three
            Months ended March 31, 2000 and 1999 . . . . . . . . .          9

          Notes to Consolidated Financial Statements . . . . . . .         10

Item 2.   Management's Discussion and Analysis and
            Results of Operations. . . . . . . . . . . . . . . . .         13

                    PART II. OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . . .         16

Item 2.   Changes In Securities and Use of Proceeds. . . . . . . .         16

Item 3.   Defaults Upon Senior Securities. . . . . . . . . . . . .         16

Item 4.   Submission of Matters to a Vote of
            Securities Holders . . . . . . . . . . . . . . . . . .         17

Item 5.   Other Information. . . . . . . . . . . . . . . . . . . .         17

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . .         17

          SIGNATURES . . . . . . . . . . . . . . . . . . . . . . .         18



                              PART I

Item 1.   Financial Statements

     The following unaudited Financial Statements for the period
ended March 31, 2000, have been prepared by the Company.















                          LIL MARC, INC.


                       FINANCIAL STATEMENTS

               March 31, 2000 and December 31, 1999



             INDEPENDENT ACCOUNTANTS' REVIEW REPORT


To the Board of Directors
Lil Marc, Inc. and Subsidiary
Salt Lake City, Utah


We have reviewed the accompanying balance sheet of Lil Marc, Inc.
and Subsidiary as of March 31, 2000 and the related statements of
operations, stockholders' equity and cash flows for the three
months ended March 31, 2000 and 1999.  These financial statements
are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
applying analytical procedures to financial data, and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which
will be performed for the full year with the objective of
expressing an opinion regarding the financial statements taken as
a whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying condensed
financial statements referred to above for them to be in conformity
with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards
generally accepted in the United States, the balance sheet of Lil
Marc, Inc. and Subsidiary as of December 31, 1999, and the related
statements of operations, stockholders' equity, and cash flows for
the year then ended (not presented herein) and in our report dated
February 11, 2000, we expressed an unqualified opinion on those
consolidated financial statements.



HJ & Associates, LLC
Salt Lake City, Utah
May 4, 2000


<PAGE>
                  LIL MARC, INC. AND SUBSIDIARY
                 (A Development Stage Company)
                   Consolidated Balance Sheets


                              ASSETS


                                                  March 31,        December 31,
                                                     2000              1999
                                                 (Unaudited)

CURRENT ASSETS

  Cash and cash equivalents                      $    2,387        $    5,988

     Total Current Assets                             2,387             5,988

OTHER ASSETS

  Patent (Note 2)                                    11,459            12,892

     Total Other Assets                              11,459            12,892

     TOTAL ASSETS                                $   13,846        $   18,880


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                               $     -           $    1,500
  Accrued expenses                                    8,700              -

     Total Current Liabilities                        8,700             1,500

COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' EQUITY

  Common stock; 5,000,000 shares authorized
   of $0.01 par value, 1,768,666 and
   1,768,666 shares issued and outstanding,
   respectively                                      17,686            17,686
  Additional paid-in capital                         51,671            51,671
  Deficit accumulated during the
   development stage                                (64,211)          (51,977)

     Total Stockholders' Equity                       5,146            17,380

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $   13,846        $   18,880



                  LIL MARC, INC. AND SUBSIDIARY
                 (A Development Stage Company)
              Consolidated Statements of Operations
                          (Unaudited)


                                                                  From
                                                               Inception on
                                                                 April 22,
                                    For the Three Months Ended 1997 Through
                                              March 31,          March 31,
                                          2000        1999         2000

SALES                                  $    -       $   -       $    346

COST OF SALES                               -           -           -

GROSS MARGIN                                -           -            346

OPERATING EXPENSES

  General and administrative              10,801         197      46,466
  Amortization                             1,433       1,433      17,191

     Total Operating Expenses             12,234       1,630      63,657

     Loss from Operations                (12,234)     (1,630)    (63,311)

OTHER INCOME (EXPENSE)

  Interest expense                          -           -           (900)

     Total Other Income (Expense)           -           -           (900)

NET LOSS                               $ (12,234)   $ (1,630)   $(64,211)

BASIC LOSS PER SHARE                   $   (0.01)   $  (0.01)

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                 1,768,666   1,681,666




                 LIL MARC, INC. AND SUBSIDIARIES
                 (A Development Stage Company)
                Statements of Stockholders' Equity


                                                                    Deficit
                                                                  Accumulated
                                                     Additional   During the
                                    Common Stock       Paid-in    Development
                                  Shares     Amount    Capital       Stage

Balance at inception                 -      $   -      $   -       $    -

Common stock issued for
 cash at $0.00 per share          666,666      6,666     (1,666)        -

Issuance of shares to acquire
 patent rights recorded at
 predecessor cost of $0.00 per
 share                           400,000       4,000     (1,000)        -

Issuance of 540,000 shares of
 common stock at $0.10 per share 540,000       5,400     48,600         -

Stock offering costs                -           -        (8,843)        -

Net loss from inception on
 April 22, 1997 through
 December 31, 1997                  -           -          -          (9,251)

Balance, December 31, 1997     1,606,666      16,066     37,091       (9,251)

Issuance of 75,000 shares of
 common stock at $0.10 per
 share                            75,000         750      6,750         -

Net loss for the year ended
 December 31, 1998                  -           -          -         (21,560)

Balance, December 31, 1998     1,681,666      16,816     43,841      (30,811)

Issuance of 87,000 shares of
 common stock at $0.10
 per share                        87,000         870      7,830         -

Net loss for the year ended
December 31, 1999                   -           -          -         (21,166)

Balance, December 31, 1999     1,768,666    $ 17,686   $ 51,671    $ (51.088)




                 LIL MARC, INC. AND SUBSIDIARY
                 (A Development Stage Company)
   Consolidated Statements of Stockholders' Equity (Continued)


                                                                     Deficit
                                                                   Accumulated
                                                       Additional   During the
                                     Common Stock        Paid-in   Development
                                  Shares      Amount     Capital      Stage

Balance, December 31, 1999      1,768,666    $ 17,686   $ 51,671   $ (51,977)

Net loss for the three months
 ended March 31, 2000
 (unaudited)                         -           -          -        (12,234)

Balance, March 31, 2000
 (unaudited)                    1,768,666    $ 17,686   $ 51,671   $ (64,211)




                  LIL MARC, INC. AND SUBSIDIARY
                 (A Development Stage Company)
              Consolidated Statements of Cash Flows
                          (Unaudited)

                                                                       From
                                                                    Inception on
                                                                      April 22,
                                        For the Three Months Ended  1997 Through
                                                     March 31,        March 31,
                                                 2000         1999       2000

CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                    $ (12,234)  $  (1,630)  $ (64,211)
  Adjustments to reconcile net (loss) to net
   cash (used) by operating activities:
    Amortization                                  1,433       1,433      17,191
    Common stock for services                      -           -          8,700
  Changes in assets and liabilities:
    Increase (decrease) in accounts payable      (1,500)       -           -
    Increase (decrease) in accrued expenses       8,700        -          8,700

     Net Cash (Used) by Operating Activities     (3,601)       (197)    (29,620)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of patent rights                        -           -        (28,650)

     Net Cash Used by Investing Activities         -           -        (28,650)

CASH FLOWS FROM FINANCING ACTIVITIES

  Stock offering costs                             -           -         (5,843)
  Common stock issued for cash                     -           -         66,500

    Net Cash Provided by Financing Activities      -           -         60,657

NET INCREASE (DECREASE) IN CASH                  (3,601)       (197)      2,387

CASH AT BEGINNING OF PERIOD                       5,988      11,224        -

CASH AT END OF PERIOD                          $  2,387    $ 11,027    $  2,387

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:

  Interest                                     $   -       $   -       $   -
  Income taxes                                 $   -       $   -       $   -

NON CASH FINANCING ACTIVITIES:

  Patent rights and deferred interest
   acquired for common stock and assumption
   of note payable                             $   -       $   -       $ 30,000
  Common stock issued for services             $   -       $   -       $  8,700



                 LIL MARC, INC. AND SUBSIDIARY
                 (A Development Stage Company)
          Notes to the Consolidated Financial Statements
               March 31, 2000 and December 31, 1999

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

    Lil Marc, Inc. (a development stage company) (The Company)
    was incorporated under the laws of the State of Nevada on
    April 22, 1997.  The Company was organized to engage in the
    marketing of the "Lil Marc" training urinal.  The Company is
    considered a development stage company as defined in SFAS
    No. 7.

    LILM, Inc. was incorporated as a wholly-owned subsidiary of
    Lil Marc, Inc. under the laws of the State of Nevada on
    December 30, 1999.  LILM, Inc. was organized to continued
    with the product development and sales of the "Lil Marc"
    training urinal.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    a.  Accounting Method

    The Company's financial statements are prepared using the
    accrual method of accounting.  The Company has elected a
    calendar year end.

    b.  Basic Loss Per Share

    The computation of basic loss per share of common stock is
    based on the weighted average number of shares outstanding
    during the period of the financial statements.

    c.  Provision for Taxes

    The Company's tax basis is the same as the Company's
    financial statement basis.  The Company has net operating
    loss carryforwards of approximately $64,000 available to
    offset future federal and state income tax through 2019.
    The Company has not recorded a tax benefit attributable to
    the carryforwards because realization of such has been
    offset by a valuation allowance for the same amount.

    d.  Cash and Cash Equivalents

    The Company considers all highly liquid investments with a
    maturity of three months or less when purchased to be cash
    equivalents.





                 LIL MARC, INC. AND SUBSIDIARY
                 (A Development Stage Company)
          Notes to the Consolidated Financial Statements
               March 31, 2000 and December 31, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    e.  Patents

    The Company purchased the patent for the "Lil Marc" training
    urinal.  Amortization is computed on the straight-line
    method over the estimated life of the patent of 5 years.
    Amortization expense for the three months ended March 31,
    2000 and the year ended December 31, 1999 was $1,433 and
    $5,730, respectively.

                              March 31,    December 31,
                                2000          1999
                             (Unaudited)

                 Patent       $  28,650    $  28,650
                 Amortization   (17,191)     (15,758)

                 Net          $  11,459    $  12,892

  On February 3, 2000, Lil Marc, Inc. assigned the rights of the
  patent for the "Lil Marc" training urinal to its subsidiary, LILM,
  Inc.

    f.  Advertising

    The Company follows the policy of charging the costs of advertising
  to expense as incurred.

  g. Estimates

  The preparation of financial statements in conformity with
  generally accepted accounting principles requires management to
  make estimates and assumptions that affect the reported amounts of
  assets and liabilities and disclosure of contingent assets and
  liabilities at the date of the financial statements and the
  reported amounts of revenues and expenses during the reporting
  period.  Actual results could differ from those estimates.

  h.  Revenue Recognition

  Revenue is recognized upon delivery of the "Lil Marc" training
  urinals.

  The Company expects to generate revenue from sales of its products
  throughout the United States.

  i. Inventory

  The Company's inventory of "Lil Marc" training urinals has been
  recorded at predecessor cost of $ -0-.

  j. Stock Offering Costs

  Costs incurred in connection with the Company's stock offering have
  been capitalized and were charged to the proceeds of the offering
  upon its completion.



                         LIL MARC, INC.
                 (A Development Stage Company)
               Notes to the Financial Statements
              March 31, 2000 and December 31, 1999

NOTE 3 - RELATED PARTY TRANSACTIONS

  In 1997, the Company had issued 400,000 shares of its common
  stock to its shareholders for the assignment of the patent
  rights to the "Lil Marc" training urinal.

  In 1999, the Company issued 87,000 shares of its common
  stock at $0.10 per share for gross services valued at $8,700
  to its president.

NOTE 4 - GOING CONCERN

  The Company's consolidated financial statements are prepared
  using generally accepted accounting principles applicable to
  a going concern which contemplates the realization of assets
  and liquidation of liabilities in the normal course of
  business.  The Company has incurred losses from its
  inception on April 22, 1997 through December 31, 1999.  The
  Company plans to significantly increase sales of its urinal
  training products.  The officers of the Company have
  committed to covering its operating expenses in the interim.

NOTE 5 - COMMITMENTS AND CONTINGENCIES - ROYALTY PAYABLE

  The Company has agreed to pay a royalty of $0.25, for each
  training urinal sold, to the inventor of the "Lil Marc"
  product.

NOTE 6 - FORWARD STOCK SPLIT

  On September 4, 1997, the shareholders' meeting approved a
  2-for-1 forward stock split.  The forward stock split is
  reflected in these financial statements on a retroactive
  basis.

NOTE 7 - PUBLIC OFFERING

  In 1997, the Company offered to the public 1,000,000 shares
  of its authorized common stock at $0.10 per share.  The
  costs of the offering of $8,843 have been charged to the
  proceeds of the offering.  540,000 shares were issued for a
  total of $54,000.



Item 2.   Management's Discussion and Analysis or Plan
          of Operations

     The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-QSB.

Plan of Operation

     The Company began operations in 1997 by negotiating for and
subsequently acquiring the U.S. patent rights to the LiL Marc
Training Urinal, the trade name "LiL Marc" and the right to
manufacture the product.  Although the Company has yet to realized
revenues, management anticipates sales to begin in the second or
third quarter of 2000.

     The Company's current capital was provided by the sale of its
common stock in 1997 and in 1998.  Management believes that cash
requirements can be satisfied with existing capital until
approximately the second quarter of 2000.  It is anticipated that
this capital will be used to finalize development of the LiL Marc
including packaging design and preliminary marketing activities.
Management anticipates that the Company will likely require further
capital of approximately $200,000 within the next six to twelve
months in order to properly facilitate production and distribution
channels.  This additional capital is expected to come from sales
of the LiL Marc, however, if initial marketing is delayed or
revenues are not adequate to satisfy its capital needs, the Company
will have to explore other alternatives for funding.

     In the event outside funding is necessary, the Company will
investigate the possibility of interim financing, either debt or
equity, to provide capital.  Although management has not made any
arrangements or definitive agreements, the Company would consider
private funding or the private placement of its securities and/or
a public offering.  If the Company experiences a substantial delay
in marketing the LiL Marc and is unable to secure financing from
the sale of its securities or from private lenders, the
continuation of the Company as a going concern would be seriously
jeopardized.

     The Company has completed most of the development of the LiL
Marc and is now concentrating on packaging and marketing.
Management does not intend to consider new products until such time
as revenues are realized from the sale of the LiL Marc and the
Company has sufficient capital to commence such a venture.
However, the Company is exploring the possibility of producing the
LiL Marc in various colors in addition to the current porcelain
white and adding plastic chrome attachments to highlight
appearance.  Another variable being investigated is implementing
cartoon-like features that would slide on the neck of the LiL Marc,
attach to the side and/or the base, which would give the appearance
of a clown's head, hands and feet.  The Company is also considering
the addition of complementary accessories such as (a) LiL Marc
floor mat for the user to stand on, (b) LiL Marc "sticky tabs" as
goal rewards for the user, and (c) LIL Marc dye tablets that change
color as the urinal is used.  Management believes that the above
innovations could be implemented with minimal capital expenditures
and with little or no research and development.  None of these
variations have been incorporated into the product as of the date
hereof.  Presently the Company is concentrating on the packaging of
the LiL Marc, which will be in a shrink-wrap design.

     The Company does not anticipate making any significant capital
expenditures on plant facilities or equipment.  The LiL Marc and
stand will be manufactured by sub-contractors and packaged by the
Company.  There are no current plans for the Company to become
engaged in the manufacturing of any of its products.

     The Company currently has an inventory of approximately 3,000
LiL Marc units that were acquired from the inventor.  As the
Company begins to realize sales, it intends to commence production
of approximately 5,000 additional units.  The Company intends to
market the LiL Marc direct to retailers, focusing on specialty baby
store chains, some of which also have mail order programs.
Advertising, other than package layout, will be minimal initially,
and will increase as additional funds become available.

     Management does not anticipate hiring additional employees
until warranted by sales of the LiL Marc and is dependent on the
Company having sufficient capital.  The Company's two directors
will perform most of the duties associated with final development
of the LiL Marc and preliminary marketing.  If adequate sales are
realized, the Company will consider additional employees, primarily
one or two persons with expertise in production/shipping and
marketing, and possibly an administrative assistant.

     In June 1999, the Board of Director approved the payment of
office rent of $450 per month for the Company's facilities that are
shared with its President.  The President has agreed to accrue all
rents payable until such time as the Company begins to realize
revenues.  Payment of any accrued amount may be made in either cash
or in shares of the Company's common stock.  The Board also
approved payment to its President and Secretary/Treasurer of
monthly compensation of $750 and $250, respectively, which amounts
will also be accrued until the Company realizes revenues.  Payment
of the accrued amounts may also be made in either cash or Company
shares.

     In 1999, the Company's Board of Directors set forth a policy
to explore the possibility of acquiring or merging with other
operating businesses or entities.  This activity will be in
addition to the Company's ongoing development and marketing of the
LiL Marc.  The Company has also created a subsidiary corporation,
LILM, Inc. to continue the product development and marketing of the
LiL Marc., and has conveyed to the subsidiary all of its rights to
the "LiL Marc" name, product, patents and royalty obligations.  All
business in connection with this product will be conducted through
the subsidiary.  The accrual of rents and salaries as set forth
above will now be treated as expenses to the subsidiary.

Results of Operations

     The Company did not realize any revenues during the three
month period ended March 31, 2000 ("fist quarter of 2000"), nor
during the corresponding 1999 period.  General and administrative
expenses for the first of 2000 were $10,801 compared to $197 for
the first quarter of 1999.  Expenses for the first quarter of 2000
increased due to rent and salaries that began to accrue in June
1999, and due to the costs of organizing the Company's subsidiary.
Amortization expenses of $1,433 for the first quarter of 2000
equaled that of the comparable 1999 period.  Management believes
that expenses will remain relatively constant until it begins full
marketing of the LiL Marc product.  The net loss for the first
quarter of 2000 was $12,234, compared with $1,630 for the 1999
period.  Although the Company had nominal revenues during the last
half of 1999, it does not anticipate additional revenues until it
can finalize its marketing plans for the LiL Marc product.

Liquidity and Capital Resources

     The Company had negative working capital at March 31, 2000 of
$6,313 compared to positive working capital of $4,488 at December
31, 1999.  During the first three months of 2000, cash decreased to
$2,387 from $5,988 at December 31, 1999, primarily due to payments
for general operating expenses.  For the first quarter of 2000 the
Company's operating activities used $3,601 in cash compared to $197
used for the comparable 1999 period.  This result was due primarily
to the increases in the net loss and accounts payable to two
directors for accrued rent and compensation.  The results were
partially offset by the 8,700 increase in accrued expenses.

     As of March 31,2000, the Company had total assets of $13,846
and total stockholders' equity of $5,146.  In comparison, as of
December 31, 1999, the Company had total assets of $18,880 and
total stockholders' equity of $17,380.

Net Operating Loss

     The Company has accumulated approximately $51,000 of net
operating loss carryforwards as of December 31, 1999, and
approximately $64,000 at March 31, 2000.  This carryforward may be
offset against taxable income and income taxes in future years.
The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards.  The
carry-forwards expire in the year 2019.  In the event of certain
changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used.  No tax benefit has been reported in the financial
statements for the year ended December 31, 1999 or the three month
period ended March 31, 2000 because the Company believes there is
a 50% or greater chance the carryforward will expire unused.
Accordingly, the potential tax benefits of the loss carryforward is
offset by a valuation allowance of the same amount.

Inflation

     In the opinion of management, inflation has not had a material
effect on the operations of the Company.

Risk Factors and Cautionary Statements

     Forward-looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.  The Company wishes to advise readers that
actual results may differ substantially from such forward-looking
statements.  Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: the ability of the Company to
meet its cash and working capital needs, the ability of the Company
to successfully market its product, and other risks detailed in the
Company's periodic report filings with the Securities and Exchange
Commission.

                             PART II

Item 1.   Legal Proceedings

     There are presently no other material pending legal
proceedings to which the Company or any of its subsidiaries is a
party or to which any of its property is subject and, to the best
of its knowledge, no such actions against the Company are
contemplated or threatened.

Item 2.   Changes In Securities and Use of Proceeds

     This Item is not applicable to the Company.

Item 3.   Defaults Upon Senior Securities

     This Item is not applicable to the Company.

Item 4.   Submission of Matters to a Vote of Security Holders

     This Item is not applicable to the Company.

Item 5.   Other Information

     This Item is not applicable to the Company.

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibit 27 - Financial Data Schedules

     (b)  Reports on Form 8-K

     No report on Form 8-K was filed by the Company during the
     three month period ended March 31, 2000.


                            SIGNATURES


     In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        LIL MARC, INC.



Date: May 5, 2000                  By:  /S/  George I. Norman, III
                                        GEORGE I. NORMAN III
                                        C.E.O., C.F.O., President
                                        and Director



Date: May 5, 2000                  By  /S/ Laurie J. Norman
                                        LAURIE J. NORMAN
                                        Secretary/Treasurer,  and
                                        Director
                                        (Principal Accounting Officer)