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

                           FORM 10-KSB
(Mark One)
     [X]  Annual Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

           For the Fiscal Year Ended December 31, 1998

     [ ]  Transition Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

                 Commission File Number   0-24431

                          LIL MARC, INC.
          (Name of small business issuer in its charter)

         UTAH                                    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) (Zip Code)

Issuer's telephone no.:  (801) 322-0253

Securities registered pursuant to Section 12(b) of the Exchange
Act:   None

Securities registered pursuant to Section 12(g) of the Exchange
Act:   Common

     Check whether the issuer  (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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   [ ]

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

     State the issuer's revenues for its most recent fiscal year. 
 $ -0-

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference  to the price at which the
stock was sold, or the average bid and ask prices of such stock as
of a specified date within 60 days.    $ 54,000  (Based on price of
$.10 per share as of March 31, 1999) 
                                 
     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 Decmber 31, 1998
   Common Stock, $.001 Par Value                  1,681,666

               DOCUMENTS INCORPORATED BY REFERENCE
                               NONE
Transitional Small Business Disclosure Format.   Yes     No [X]
<PAGE>
                          LIL MARC, INC.

                        TABLE OF CONTENTS
                                                                          Page
                              PART I

Item 1.   Description of Business  . . . . . . . . . . . . . . .            3

Item 2.   Description of Property. . . . . . . . . . . . . . . .            8

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . .            8

Item 4.   Submission of Matter to a Vote of Security
          Holders. . . . . . . . . . . . . . . . . . . . . . . .            8

                             PART II

Item 5.   Market for Common Equity and Related
          Stockholder Matters. . . . . . . . . . . . . . . . . .            8

Item 6.   Management's Discussion and Analysis or 
          Plan of Operation. . . . . . . . . . . . . . . . . . .           11

Item 7.   Financial Statements . . . . . . . . . . . . . . . . .           16

          Item 8.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure . . . . . . . .           25

                             PART III

Item 9.   Directors, Executive Officers, Promoters and 
          Control persons; Compliance with 
          Section 16(a) of the Exchange Act. . . . . . . . . . .           25

Item 10.  Executive Compensation . . . . . . . . . . . . . . . .           26

Item 11.  Security Ownership of Certain Beneficial
          Owners and Management. . . . . . . . . . . . . . . . .           27

Item 12.  Certain Relationships and Related
          Transactions . . . . . . . . . . . . . . . . . . . . .           28

Item 13.  Exhibits and Reports on Form 8-K . . . . . . . . . . .           29

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . .           30






                              PART I

Item 1.  Description of Business

Business Development

    LiL Marc, Inc. (the "Company") is a development stage company
primarily engaged in developing, manufacturing and marketing the
"LiL Marc," a plastic porcelain toilet training device for young
boys.  The Company was incorporated under the laws of the State of
Nevada on April 22, 1997, is a start-up enterprise in the baby
products industry, has had no significant business operations, and
is considered a development stage company.

    On November 10, 1997, the Company acquired the U.S. patent
rights to the "Training Urinal" (U.S. Patent Number 318,325),
issued July 16, 1991, the trade name "LiL Marc," and the right to
manufacture the product.  The Company submitted the Patent
Assignment to the United States Patent Office in Washington, D.C.
and, on November 24, 1998,the assignment was recorded in the Patent
Office.  In connection with the assignment of the patent, the
Company paid to James Curt McKiney, the inventor, the sum of
$30,000 and agreed to pay to the inventor an ongoing royalty of
$0.25 per urinal sold, due each year on March 31 beginning in 1998. 
As of the date hereof, no royalty has been paid to the inventor.  
 
    On November 30, 1997, the Company completed an offering of its
Common Stock pursuant to the provisions of Regulation D, Rule 504
of the Securities Act of 1934, as amended (the "Act").  Under the
offering, the Company sold 540,000 shares of its Common Stock and
realized gross proceeds of $54,000.  A portion of the funds from
the offering were used to complete the acquisition from the
inventor of the U.S. patent rights to the "Training Urinal" and the
trade name "LiL Marc".

Product

    The LiL Marc Training Urinal (the "LiL Marc") is a simple to
use plastic urinal used in the bathroom ("potty") training of young
boys.  The LiL Marc is constructed from high quality, recyclable,
high density, white polyethylene plastic and looks like the full-
sized urinals found in public restrooms, only on a smaller scale
designed for a young boy.  It is intended to assist in the training
of daytime bladder control of young boys  By using the LiL Marc, a
male child can be potty trained standing up like a little boy,
instead of being trained "sit down" fashion like a little girl.  

    The LiL Marc is marketed as a "stand alone" unit with a
removable support to stand the unit at the proper height for young
boys.  It can be easily transported to another room or used when
traveling.  The LiL Marc may also be attached to a wall or door
using the mounting bracket and screws, both provided with the unit. 
The mounting bracket holds the unit securely and slides off easily
to empty and clean with any detergent or bathroom cleaner.  The LiL
Marc features a built-in pour spout that makes it easy to empty and
clean.  The LiL Marc is a one-time purchase and does not need any
other supplies.  It is designed so that young boys of all sizes can
comfortably stand while facing the unit.  It has a height of 24
inches and a width of just over 10 inches.

Production

    With the acquisition of the patent rights to the LiL Marc, the
Company also acquired the production air mold and rotational mold
used to manufacture the training unit and its stand.  As of March
22, 1999, the molds are located at Blow Molded Products ("BMP"),
Glen Avon, California.  BMP is a specialty, boutique blow mold
manufacturer and enables the Company to make a quality product  in
mass at a competitive price.  Management believes that this
arrangement will reduce production costs by approximately 48% which
will enhance the mass marketability of the LiL Marc.  Using the air
mold the Company has the ability to produce large or small orders
and, during test marketing by the inventor, the air mold produced
over 3,000 units with a high quality finish.  The Company has an
arrangement with BMP whereby BMP will use the air mold to
manufacture the LiL Marc for a specified production price.  The
Company will use sub-contractors to manufacture the stands.

    Cost of new production, based on a projected 5,000 LiL Marcs
manufactured, is $2.94 per urinal and $2.00 per stand.  Due to the
size and shape of the LiL Marc, packaging and shipping initially
required a special order box.  However, the Company has developed
a "shrink wrap" package which will cost approximately $1.50 per
unit.  This brings the total manufacturing and packaging cost to
approximately $6.44 per finished LiL Marc, with a suggested retail
price of $24.95.  

Marketing

    Products such as the LiL Marc are typically marketed through
retail outlets and by mail order.  A manufacturer usually works
through major wholesalers and distributors to get its products into
retail outlets.  The Company will attempt to sell the LiL Marc
directly to retail outlets as well as to distributors.  The Company
has made preliminary contacts with several distributors and retail
outlets although no agreements have been reached for the marketing
of the LiL Marc. 




    Initially, the Company plans to attend and display its product
at key trade shows for the baby/infant industry at which major
retail outlets are represented.  In the United States there are
generally between three to five major trade shows for baby products
held annually, with the largest being in Dallas, Texas.  The
Company presently plans to attend the JPMA National Trade Show in
Dallas to be held in August 1999.  

    The Company is also exploring the possibility of using mail
order marketing and advertising in major parenting magazines and in
baby home and child care retail catalogs.  The Company intends to
manage this type of marketing with orders going directly to the
customer.  However, the Company's ability to engage in this sort of
marketing will be limited due to limited capital. Management
intends to delay mail order marketing until the Company can raise
additional funds, although there can be no assurance that the
Company will be successful in securing new and additional funding. 

    The Company has the benefit of the limited prior test
marketing performed by the inventor of LiL Marc, including pricing
information, product layout suggestions, and some mail order
product introduction.  The inventor arranged for the LiL Marc, on
a limited scale, to be advertised in the 1993 July and August
editions of Parenting magazine and in Twins magazine the 1993
May/June edition featuring the product in color and black and white
ads in dimensions ranging from 4" and 5" (inch) adds offering the
product for sale at prices between $19.95 and $24.95.  The inventor
also arranged for the product to be advertised in a 4.25" by 2.5"
(inch) add in the 1994 spring issue of One Step, a baby care mail
order catalog at a featured price of $19.95.  In reliance upon the
best information available to the Company as provided by the
inventor, approximately 3,500 units were sold, primarily during the
period from 1992 through 1994.

Competition

    Presently, there are several companies marketing products
similar to the LiL Marc.  Most of these companies are larger than
the Company with longer histories of operation and greater
financial and personnel resources.  Also, most of these competitors
have established some market share in the same market in which the
Company will be competing.  The ability of the Company to penetrate
these markets will depend on many factors including, but not
limited to, its ability to obtain sufficient capital to enhance and
broaden its marketing of its products, to develop new and improved
products, to obtain and retain necessary management and advisory
personnel, and the establishment of a comprehensive marketing plan. 



    Management is not aware of another product on the market that,
like the LiL Marc, is designed solely for bladder training of
little boys.  The principal competition to the LiL Marc is a wide
variety of standard potty trainers designed for either little boys
or girls.  These trainers are available in a wide variety of sizes
and color and are able to stand alone or attach to the toilet
basin.  

Research and Development

    The Company has not allocated funds for conducting research
and development activities to develop new products or technology. 
Currently, management does not anticipate that funds will be
allocated for primary research in the immediate future. 
Development activities routinely conducted by the Company will
consist of improvements to existing products and developing new or
alternative products.  In the future, the Company intends to
investigate and ultimately develop, market and manufacture baby
products complementary to its existing LiL Marc product.  However, 
no new products will be explored until such time as the Company is
realizing revenues from the sale of the LiL Marc and the Company
has sufficient capital reserves to commence such a venture.

Patents and Trademarks

    The inventor of the LiL Marc applied for and on July 16, 1991
was granted a patent relating to the "LiL Marc Training Urinal"
(U.S. Patent Number 318,325).  The rights to the patent, the trade
name "LiL Marc" and the right to manufacture the product were
subsequently  assigned by the inventor to the Company in November
1997.  The Company submitted the Patent Assignment to the United
States Patent Office in Washington, D.C. and, on November 24, 1998,
the assignment was recorded in the Patent Office.  In connection
with the assignment of the patent, the Company paid to James Curt
McKiney, the inventor, the sum of $30,000 and agreed to pay an
ongoing royalty to the inventor of $0.25 per urinal sold, due each
year on March 31 beginning in 1998.  As of the date hereof, no
royalty has been paid to the inventor.  The Company anticipates
filing additional patent applications in the future if new and/or
improved products are developed.

    There can be no assurance that any future patent applications
will result in patents being issued or that the Company's existing
patent, or any new patents, if issued, will afford the Company any
meaningful protection from competitors developing and marketing
products competitive with those of the Company.  Also, there can be
no assurance that the Company will have the financial resources
necessary to enforce any patent rights it may hold.  Although the
Company is not aware of any claim that it infringes or will
infringe any existing patent, in the event that in the future the
Company is unsuccessful against such a claim, it may be required to
obtain licenses to such patents or to other patents or proprietary
technology in order to develop, manufacture or market its products. 
There can be no assurance that the Company will be able to obtain
such licenses on commercially reasonable terms or that the patents
underlying the licenses will be valid and enforceable.  

Employees

    Presently, the Company has no full-time employees.  It is
anticipated that the Company's President, George I. Norman III,
will devote approximately 20 to 25 hours per week to the Company's
business.  If the Company begins to generate revenues, its
Secretary / Treasurer, Laurie Norman, will devote approximately 10
to 15 hours a week primarily as the Company's office manager.  Both
persons are prepared to increase the time they devote to the
Company should such a need arise.  Management intends to hire
additional employees only as needed and as funds are available.  In
such cases, compensation to management will be consistent with
prevailing wages for the services rendered.  It is not anticipated
that the Company will have to increase payroll expenditures until
such time as monthly sales exceed 500 units per month.  The Company
does not anticipate in the immediate future to offer any employee
a bonus, profit sharing or deferred compensation plan nor are there
any employment contract with any director or employee.  Management
intends to hire additional qualified personnel as business
conditions warrant.  In addition to full-time employees, the
Company may use the services of certain outside consultants and
advisors as needed on a contract basis.

Facilities

    The Company's principal place of business and corporate
offices are located at the current business office of its President
at 149 East 900 South, Salt Lake City, Utah 84111.  The facilities
consist of approximately 640 square feet of office space and will
be leased from Mr. Norman at the rate of $450 per month.  The
Company believes that its current facilities are adequate for the
immediate futures.

    Presently, the Company is not paying rent to Mr. Norman,
rather the rent is being accrued to be paid at a time when the
Company has sufficient capital to cover such expenses.  Mr. Norman
has agreed to accrue the rent payments beginning May 1, 1998, and
will subsequently accept payment in either cash or in shares of the
Company's Common Stock.





Litigation

    The Company is not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge,
against the Company has been threatened.

Industry Segments

    No information is presented as to industry segments.  The
Company is presently engaged in a single line of business, the
offering of a reduced fee network for medical products and related
services.  Reference is made to the statements of income contained
in the financial statements included herein for a statement of the
Company's revenues and operating profit (loss) for the past two
fiscal years.

Item 2.  Description of Property

    The Company currently shares its business offices with the
Company's President at 149 East 900 South, Salt Lake City, Utah
84111.  The facilities consist of approximately 640 square feet of
office space and will be leased at the rate of $450 per month.  The
Company believes that its current facilities are adequate for the
immediate futures.

Item 3.  Legal Proceedings

    The Company is not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge,
against the Company has been threatened. 

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

    No matters were submitted to a vote of the Company's
Securities Holders during the fourth quarter of the Company's
fiscal year ending December 31, 1998.

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

    The Company's Common Stock is traded in the over-the-counter
market and quotations are published on the OTC Bulletin Board under
the symbol "LILM", and in the National Quotation Bureau, Inc.
("NQB") "pink sheets" under LiL Marc, Inc.  Quotations on the
Company's Common Stock set forth below do not constitute a reliable
indication of the price that a holder of the Common Stock could
expect to receive upon a sale of any particular quantity thereof.


    The following table sets forth the range of high and low bid
prices of the Common Stock for each calendar quarterly period since
the first quarter of 1998 as reported by the OTC Bulletin Board. 
The Company's Common Stock became eligible for trading on the OTC
Bulletin Board during the first quarter of 1998.  Prices reported
represent prices between dealers, do not include retail markups,
markdowns or commissions and do not necessarily represent actual
transactions.

                                                       High           Low
          1998
               First Quarter . . . . . . . . . .       $.10           $.10
               Second Quarter. . . . . . . . . .       $.10           $.10
               Third Quarter . . . . . . . . . .       $.13           $.10
               Fourth Quarter  . . . . . . . . .       $.13           $.10
                                    

     As of December 31, 1998 the Company had issued and outstanding
1,681,666 shares of Common Stock and there were approximately
60 shareholders of record, which figure does not take into account
those shareholders whose certificates are held in the name of
broker-dealers.

     The ability of an individual shareholder to trade their shares
in a particular state may be subject to various rules and
regulations of that state.  A number of states require that an
issuer's securities be registered in their state or appropriately
exempted from registration before the securities are permitted to
trade in that state.  Presently, the Company has no plans to
register its securities in any particular state.  Further, most
likely the Company's  shares will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the
"penny stock" rule.  Section 15(g) sets forth certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.

     The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions.  Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is: 
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation
on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission.  If the Company's
shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets
in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase.  Additionally, for any
transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market.  A broker-
dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities.  Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held
in the account and information on the limited market in penny
stocks.  Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's
Common Stock and may affect the ability of shareholders to sell
their shares.

Recent Sales of Unregistered Securities

     On November 30, 1997, the Company completed an offering of its
Common Stock pursuant to the provisions of Regulation D, Rule 504
of the Act.  Under the offering, the Company sold 540,000 shares of
its Common Stock to a total of 58 persons and realized gross
proceeds of $54,000.  This offering was not registered under the
Act, or registered or qualified under the securities laws of any
state.  All purchasers of the shares reside outside the United
States.  The offering of the shares was made in reliance upon the
limited offering exemption from registration with the Securities
and Exchange Commission as set forth in Rule 504 of Regulation D. 

     Each purchaser was required to complete and sign a written
Subscription Agreement representing that they had read the
Disclosure Statement and that the offering was subject to various
risks.  Pursuant to Rule 504(b)(1) of Regulation D, the provisions
of Rule 502(c) and (d) shall not apply to offers and sales made
under Rule 504.  Generally, Rule 502(d) provides that: "except as
provided in Rule 504(b)(1), securities acquired in a transaction
under Regulation D shall have the status of securities acquired in
a transaction under Section 4(2) of the Act and cannot be resold
without registration under the Act or an exemption therefrom...."

     Because the Company's intent and good faith belief was that
the offering qualified under Rule 504(b)(1) of Regulation D,
purchasers of the Company's Common Stock may be permitted to resell
their shares without registration under the Act pursuant to Rule
502(d).  As such, certificates representing these shares  do not
bear any restrictive legends.  

     The Company also issued 1,066,666 shares of its Common Stock
to Alewine Limited Liability Company on April 25, 1997 in exchange
for the right to acquire LiL Marc from the inventor and for cash. 
Alewine Limited Liability Company purchased for cash an additional
75,000 shares of Common Stock on April 30, 1998.  

     With respect to the 1,141,666 shares issued to Alewine Limited
Liability Company, the Company relied on the exemption from
registration under the Act provided by Sections 4(2) and 4(6) of
the Act.  Certificates representing these shares must bear
appropriate restrictive legends preventing their transfer except in
accordance with the Act and the regulations promulgated thereunder. 
In addition, stop transfer instructions pertaining to these shares
have been lodged with the Company's transfer agent.  On March 30,
1998, Alewine transferred 570,833 shares to Linda M. Bryson in a
private transaction.  This transfer was not deemed to be a
distribution and therefore exempt from the registration provisions
of the Act pursuant to Section 4(1) of the Act.  The 570,833 shares
remain restricted securities.

Dividend Policy

     The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and reinvest future
earnings to finance its operations.

Item 6.   Management's Discussion and Analysis or Plan of Operation

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

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 1999.

     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 third quarter of 1999.  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 and packaging 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.  

Net Operating Losses

     The Company has accumulated approximately $30,000 of net
operating loss carryforwards as of December 31, 1998, which 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 2014.  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, 1998 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.

Year 2000

     Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year.  In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.

     The Company has completed its assessment of the Year 2000
issue and believes that any costs of addressing the issue will not
have a material adverse impact on the Company's financial position. 
The Company believes that its existing accounting computer systems
and software will not need to be upgraded to mitigate the Year 2000
issues.  The Company has not incurred any costs associated with its
assessment of the Year 2000 problem.  In the event that Year 2000
issues impact the Company's accounting operations and other
operations aided by its computer system, the Company believes, as
part of a contingency plan, that it has access to adequate
personnel or consultants to perform those functions manually until
such time that any Year 2000 issues are resolved.

     The Company believes that third parties with whom it has
material relationships will not materially be affected by the Year
2000 issues as those third parties are relatively small entities
which do not rely heavily on information technology ("IT") systems
and non-IT systems for their operations.  However, if the Company
and third parties upon which it relies are unable to address any
Year 2000 issues in a timely manner, it could result in a material
financial risk to the Company, including loss of revenue and
substantial unanticipated costs.  Accordingly, the Company plans to
devote all resources required to resolve any significant Year 2000
issues in a timely manner.

Recent Accounting Pronouncements

     The Financial Accounting Standards Board ("FASB") has issued
Statement of Financial Accounting Standard ("SFAS") No. 128,
"Earnings Per Share" and Statement of Financial Accounting
Standards No. 129 "Disclosures of Information About an Entity's
Capital Structure."  SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance
with Accounting Principles Board Opinion No. 15, "Earnings Per
Share." SFAS No. 128 provides for the calculation of "Basic" and
"Dilutive" earnings per share.  Basic earnings per share includes
no dilution and is computed by dividing income available to common
shareholders by the weighted average number of common shares
outstanding for the period.  Diluted earnings per share reflects
the potential dilution of securities that could share in the
earnings of an entity, similar to fully diluted earnings per share. 
SFAS No. 129 establishes standards for disclosing information about
an entity's capital structure.  SFAS No. 128 and SFAS No. 129 are
effective for financial statements issued for periods ending after
December 15, 1997.  Their implementation is not expected to have a
material effect on the financial statements.

     The FASB has also issued SFAS No. 130, "Reporting
Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 130 establishes
standards for reporting and display of comprehensive income, its
components and accumulated balances.  Comprehensive income is
defined to include all changes in equity except those resulting
from investments by owners and distributors to owners.  Among other
disclosures, SFAS No. 130 requires that all items that are required
to be recognized under current accounting standards as components
of comprehensive income be reported in a financial statement that
displays with the same prominence as other financial statements. 
SFAS No. 131 supersedes SFAS No. 14 "Financial Reporting for
Segments of a Business Enterprise."  SFAS No. 131 establishes
standards on the way that public companies report financial
information about operating segments in annual financial statements
and requires reporting of selected information about operating
segments in interim financial statements issued to the public.  It
also establishes standards for disclosure regarding products and
services, geographic areas and major customers.  SFAS No. 131
defines operating segments as components of a company about which
separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.

     SFAS 130 and 131 are effective for financial statements for
periods beginning after December 15, 1997 and requires comparative
information for earlier years to be restated.  Management believes
that the implementation of the new standards will not have a
material effect on the Company's financial statements.

     The FASB has also issued SFAS No 132. "Employers' Disclosures
about Pensions and other Postretirement Benefits," which
standardizes the disclosure requirements for pensions and other
Postretirement benefits and requires additional information on
changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires
comparative information for earlier years to be restated, unless
such information is not readily available. Management believes the
adoption of this statement will have no material impact on the
Company's financial statements. 

     In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which requires
companies to record derivatives as assets or liabilities, measured
at fair market value.  Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge
accounting.  The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving
offsetting changes in fair value or cash flows.  SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after
June 15, 1999.  Management believes the adoption of this statement
will have no material impact on the Company's financial statements.

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 complete development of its primary product and its ability to
successfully market its product if and when developed, and other
risks detailed in the Company's periodic report filings with the
Securities and Exchange Commission. 

Item 7.   Financial Statements

     The Company's financial statements as of and for the fiscal
years ended December 31, 1998 and 1997 have all been examined to
the extent indicated in their report by Jones, Jensen and Company,
independent certified accountants, and have been prepared in
accordance with generally accepted accounted principles and
pursuant to Regulation S-B as promulgated by the Securities and
Exchange Commission.  The aforementioned financial statements are
included herein in response to Item 7 of this Form 10-KSB.
<PAGE>


                   INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Lil Marc, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Lil Marc, Inc. (a
development stage company) as of December 31, 1998, and the related
statements of operations, stockholders' equity, and cash flows for
the year ended December 31, 1998 and for the period from inception
on April 22, 1997 through December 31, 1997 and 1998.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable  assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects the financial position of Lil
Marc, Inc. (a development stage company) as of December 31, 1998
and the results of its operations and its cash flows for the year
ended December 31, 1998 and for the period from inception April 22,
1997 through December 31, 1997 and 1998, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 4 to the financial statements, the Company has no operations
and limited capital which together raise substantial doubt about
its ability to continue as a going concern.  Management's plans in
regard to this matter are also described in Note 4.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.



Jones, Jensen & Company
Salt Lake City, Utah
March 22, 1999
<PAGE>
                          LIL MARC, INC.
                 (A Development Stage Company)
                          Balance Sheet


                              ASSETS


                                                               December 31, 
                                                                   1998       

  Cash and cash equivalents                                   $    11,224

     Total Current Assets                                          11,224

OTHER ASSETS

  Patent (Note 2)                                                  18,622

     Total Other Assets                                            18,622

     TOTAL ASSETS                                             $    29,846


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                            $      -     
                                                                         
     Total Current Liabilities                                       -     

COMMITMENTS AND CONTINGENCIES (Note 5)      

STOCKHOLDERS' EQUITY

  Common stock; 5,000,000 shares authorized of $0.01
   par value, 1,681,666 shares issued and outstandin               16,816
  Additional paid-in capital                                       43,841
  Deficit accumulated during the development stage                (30,811)

     Total Stockholders' Equity                                    29,846

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $    29,846
<PAGE>
                          LIL MARC, INC.
                 (A Development Stage Company)
                     Statements of Operations


                                     For the          From Inception 
                                    Year Ended   On April 22, 1997 Through      
                                   December 31,         December 31,          
                                      1998           1997          1998       

SALES                             $     -        $     -       $     - 

COST OF SALES                           -              -             -  

GROSS MARGIN                            -              -             - 

OPERATING EXPENSES

  General and administrative          15,701          4,032        19,733
  Amortization                         5,859          4,319        10,178 

     Total Operating Expenses         21,560          8,351        29,911

     Loss from Operations            (21,560)        (8,351)      (29,911)

OTHER INCOME (EXPENSE)

  Interest expense                      -              (900)         (900)

     Total Other Income (Expense)       -              (900)         (900)

NET LOSS                          $  (21,560)    $   (9,251)   $  (30,811)

LOSS PER SHARE                    $    (0.01)    $    (0.00) 

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING             1,669,326      1,606,666  

<PAGE>
                          LIL MARC, INC.
                 (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)
<PAGE>
                          LIL MARC, INC.
                 (A Development Stage Company)
                     Statements of Cash Flows


                                                For the      From Inception On
                                             Year Ended   April 22, 1997 Through
                                             December 31,       December 31,
                                                   1998       1997       1998 

CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                       $(21,560) $ (9,251)  $ (30,811)
  Adjustments to reconcile net (loss) to net cash:
    Amortization                                    5,859     4,319      10,178
  Changes in assets and liabilities:
    Increase (decrease) in accounts payable        (1,337)    1,337        - 
    Increase in organization cost                    -         (150)       (150)

     Net Cash Used by Operating Activities        (17,038)   (3,745)    (20,783)
                                   
CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of patent rights                          -      (28,650)    (28,650)

     Net Cash Used by Investing Activities           -      (28,650)    (28,650)
                                   
CASH FLOWS FROM FINANCING ACTIVITIES

  Stock offering costs                               -       (5,843)     (5,843)
  Common stock issued for cash                      7,500    59,000      66,500

    Net Cash Provided by Financing Activities       7,500    53,157      60,657
                                                                
NET INCREASE (DECREASE) IN CASH                    (9,538)   20,762      11,224

CASH AT BEGINNING OF PERIOD                        20,762      -           - 

CASH AT END OF PERIOD                            $ 11,224  $ 20,762  $   11,224
                                  
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
                                
<PAGE>
                         LIL MARC, INC.
                 (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 1998 and 1997


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.
        
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.  Loss Per Share

    The computation of 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

    At December 31, 1998, the Company has not accrued income
    taxes because it has net operating loss carryovers of
    approximately $30,000 which expires in 2014.

    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.
    
    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 year ended December 31, 1998
    was $5,730.

                                        December 31,
                                            1998        

    Patent                              $  28,650
    Amortization                           10,028           
  

    Net                                 $  18,622           
<PAGE>
                         LIL MARC, INC.
                 (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 1998 and 1997


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

  g.  Sales

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

  h. 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.

  i.  Revenue Recognition

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

  j. Inventory

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

  k. 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.

NOTE 3 - RELATED PARTY TRANSACTIONS

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

NOTE 4 - GOING CONCERN

  The Company's 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, 1998.  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.
<PAGE>
                          LIL MARC, INC.
                 (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 1998 and 1997


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

  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 $54,000 cash.

NOTE 8 - PRIVATE PLACEMENT

  In 1998, the Company issued 75,000 shares of its common
  stock at $0.10 per share for gross proceeds of $7,500 cash.

<PAGE>
Item 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure

    Not applicable.

                             PART III

ITEM 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange
         Act

    The executive officers and directors of the Company are as
follows:

           Name              Age            Position
    George I. Norman III     44        President, Chief Executive 
                                       Officer and Director
    Laurie J. Norman         36        Secretary / Treasurer and 
                                       Director
___________________________

    All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified.  Directors will be elected at the annual meetings to
serve for one year terms.  There are no agreements with respect to
the election of directors.  The Company has not compensated its
directors for service on the Board of Directors or any committee
thereof.  Any non-employee director of the Company shall be
reimbursed for expenses incurred for attendance at meetings of the
Board of Directors and any committee of the Board of Directors. The
Executive Committee of the Board of Directors, to the extent
permitted under Nevada law, consists of the two directors and
exercises all of the power and authority of the Board of Directors
in the management of the business and affairs of the Company
between meetings of the Board of Directors.  Each executive officer
is appointed by and serves at the discretion of the Board of
Directors.  

    None of the officers and/or directors of the Company are
officers or directors of any other publicly traded corporation, nor
have any of the directors and/or officers, nor have any of the
affiliates or promoters of the Company filed any bankruptcy
petition, been convicted in or been the subject of any pending
criminal proceedings, or the subject or any order, judgment, or
decree involving the violation of any state or federal securities
laws within the past five years.

    The directors will initially devote their time to the
Company's affairs on an "as needed" basis, the exact amount of
which is undetermined at this time.  George I. Norman III,
currently devotes approximately 20 to 25 hours per week to the
Company's business.  If the Company begins to generate revenues,
the Company's Secretary / Treasurer, Laurie Norman, will devote
approximately 10 to 15 hours a week primarily as the Company's
office manager.  Both persons are prepared to increase the time
they devote to the Company should such a need arise.  Presently,
there are no other persons whose activities are material to the
Company's operations other than the Company's corporate counsel.

    The business experience of each of the persons listed above
during the past five years is as follows:

    George I. Norman, III, age 44, attended the University of Utah
from 1973 to 1975, studying general education, accounting, business
and finance.  Mr. Norman returned to the University in 1979 and
continued his studies in humanities, science, and finance.  Mr.
Norman has been self-employed since 1979 in Salt Lake City, Utah,
as a financial and marketing consultant.  He is married to Laurie
J. Norman, the Company's Secretary-Treasurer.

    Laurie J. Norman, age 36, graduated in 1985 from Adams State
College in Alamosa, Colorado, with a Bachelor of Science degree in
biology.  She studied German at the Goethe Institute in Murnau,
Republic of Germany in 1990.  Mrs. Norman has worked with children
and adults as a ski instructor in the United States and New
Zealand.  She is currently employed at the Alta ski area in Utah,
where she organizes a youth ski club and continues to teach skiing
to adults and children.  Mrs. Norman also worked in the main
offices of the Alta ski resort.  Laurie J. Norman is the wife of
George I. Norman, III, the Company's president and founder.

Section 16(a) Beneficial Ownership Reporting Compliance

    Each of the Company's officers and directors is required to
file a Form 5, Annual Statement of Changes in Beneficial Ownership,
on or before the 45th day after the end of the fiscal year.  These
reports have not filed on a timely basis and will be submitted to
the Securities and Exchange Commission.

Item 10. Executive Compensation

    The Company does not have a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors.  Since the Company's inception, it has not paid any
salaries or other compensation to its officers, directors or
employees.  Further, the Company has not entered into an employment
agreement with any of its officers, directors or any other persons
and no such agreements are anticipated in the immediate future.  It
is intended that the Company's two directors, who are the only
employees, will accrue any compensation until such time as the
Company is generating revenues from the sale of the LiL Marc. 
Mr. Norman has agreed beginning May 1, 1998 to accrue his salary
and will subsequently accept payment in either cash or in shares of
the Company's Common Stock.  

    It is contemplated that the Company will enter into an
employment agreement with its President, George I. Norman III. 
Mr. Norman is the founder of the Company and was instrumental in
the Company acquiring the LiL Mar patent rights.  He is considered
vital to the ongoing business of the Company and therefore should
be the subject of an employment agreement.  It is anticipated that
Mr. Norman's employment agreement will pay him a competitive wage
with comparative benefits and an incentive bonus plan based on the
success of the Company.  No agreement has been effected as of the
date hereof.

Item 11. Security Ownership of Certain Beneficial Owners and 
                  Management

    The following table sets forth information, to the best
knowledge of the Company as of December 31, 1998, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding Common Stock, each director of the
Company and all directors and officers of the Company as a group.


 Name and Address        Amount and Nature of         Percent
of Beneficial Owner      Beneficial Ownership        of Class(1)
Alewine Limited                 570,833                34.0%
 Liability Company (2)
  3305 West Spring 
  Mountain Rd. #60
  Las Vegas, NV 89102

Linda M. Bryson                 570,833                34.0%
 9980-96 Scripps Vista Way
 San Diego, CA 92131
  
All directors and officers      570,833                34.0%
  a group (2 persons)
                                
      *   Director and/or executive officer
          Note:     Unless otherwise indicated in the footnotes below, the
          Company has been advised that each person above has sole
          voting power over the shares indicated above.

     (1)  Based upon 1,681,666 shares of Common Stock outstanding
          on March 31, 1999.

     (2)  Alewine Limited Liability Company is a Nevada limited
          liability company ("Alewine") managed by George I. Norman
          III, the Company's President, through which his self-
          employment consulting business is conducted.  Alewine is
          principally owned by a Norman family trust.  By
          resolution of its members, Mr. Norman has voting and
          investment control over Alewine.

Item 12.  Certain Relationships and Related Transactions

     Since the Company's inception, there have been no transactions
between the Company and any officer, director, nominee for election
as director, or any shareholder owning greater than five percent
(5%) of the Company's outstanding shares, nor any member of the
above referenced individuals' immediate family, except as set forth
below.

     Initially, neither Mr. Norman, Mrs. Norman, nor any other
person who may be elected an officer or director of the Company
will devote more than a portion of their time to the affairs of the
Company during their terms in office.  Each has, and will continue
to have, employment or business activities outside the Company. 
There will be occasions when the time requirements of the Company
may conflict with the demands of the officers' other employment. 
In this event, such conflicts may require that the Company attempt
to employ additional personnel.  There is no assurance that the
services of such persons will be available or that they can be
obtained upon terms favorable to the Company.  

     The Company rents office space from its President, George I
Norman III, which facilities serve as the Company's principal place
of business.  Rent is payable at the rate of $450 per month which
management believes is based on values relative to the existing
market for similar facilities.  Presently, the Company is not
paying rent to Mr. Norman, rather the rent is being accrued to be
paid at a time when the Company has sufficient capital to cover
such expense.  Mr. Norman has agreed to accrue the rent payments
beginning May 1, 1998, and will subsequently accept payment in
either cash or in shares of the Company's Common Stock.

     Prior to the Company being formed in 1997, Mr. Norman, through
Alewine Limited Liability Company ("Alewine") which is managed by
Mr. Norman, entered into a preliminary agreement with the inventor
of LiL Marc to acquire the patent rights, name and production
rights to LiL Marc.  When the Company was formed, Mr. Norman
assigned Alewine's rights to the agreement with the inventor to the
Company in consideration for the Company issuing to Alewine 400,000
shares of the Company's Common Stock.  Following the incorporation
of the Company, the Company was able to complete the acquisition of
the patent rights to LiL Marc.  Alewine also made a $5,000 cash
investment in the Company in 1997 for which it was issued an
additional 666,666 shares of Common Stock.

     The Company's officers and directors are subject to the
doctrine of corporate opportunities only insofar as it applies to
business opportunities in which the Company has indicated an
interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company's minutes. 
If directors are presented with business opportunities that may
conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors
and made available to the Company.  In the event the Board shall
reject an opportunity so presented and only in that event, any of
the Company's officers and directors may avail themselves of such
an opportunity.  Every effort will be made to resolve any conflicts
that may arise in favor of the Company.  There can be no assurance,
however, that these efforts will be successful.

                              PART V

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

         *     Articles of Incorporation filed as Exhibit to
               Form 10-SB.

         *     By-Laws filed as Exhibit to Form 10-SB.

          27   Financial Data Schedule
          - - - - -
     *    Exhibits so marked have heretofore been filed with the
          Securities and Exchange Commission as part of the filing
          indicated and are incorporated herein by reference.

     (b)  Reports on Form 8-K

          None
<PAGE>

                            SIGNATURES
                                 
    In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          LiL Marc, Inc.



                                   BY: /S/ George I. Norman, III  
                                       George I. Norman, III
                                       C.E.O., C.F.O., President
                                       and Director  

Dated:  April 13, 1999

    In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated. 

    Signature                 Title                    Date        


                              C.E.O., C.F.O.       April 13, 1999
 /S/ George I. Norman, III    President and Director
     George I. Norman, III


                             Secretary/Treasurer  April 13, 1999
 /S/ Laurie J. Norman        and Director
     Laurie J. Norman        (Principal Accounting Officer)
<PAGE>