SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        AMENDMENT NO. 1 TO FORM 10-KSB/A

     (Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

For the fiscal year ended: December 31, 2000

                                       OR

[_]  TRANSITION REPORT UNDER 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.
                 (Name of small business issuer in its charter)

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

         830 Third Avenue, New York, New York                     10022
         (Address of Principal Executive Offices)               (Zip Code)

Issuer's telephone number, including area code:      (212) 829-5800

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered

N/A                                                  N/A

Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                                (Title of class)

<PAGE>

     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 pursuant to Item 405
of Regulation S-B that is not contained in this form, and will not be contained,
to the best of 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. [ ]

     The issuer's revenues for its most recent fiscal year are $0.

     As of March 26, 2001 the aggregate market value of the issuer's shares of
common stock held by non-affiliates was approximately $192,766.

     The issuer's number of shares outstanding of Common Stock, $.01 par value
per share, as of March 26, 2001, was 2,668,666.

                                     PART II

Item 7. Financial Statements

        See the financial statements annexed to this Report.




<PAGE>

                                   SIGNATURES

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

                                                  LIL MARC, INC.

                                              By: /s/ Keith Rosenbloom
                                                  -----------------------------
                                                  Keith Rosenbloom
                                                  President
                                                  (Principal Executive Officer)
                                                  April 22, 2002

     In accordance with the Exchange Act, this Amendment to 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
---------                    -----                                ----

/s/ Keith Rosenbloom         President and Director               April 22, 2002
----------------------       (Principal Executive Officer)
Keith Rosenbloom


/s/ Joseph P. Wynne          Chief Financial Officer,             April 22, 2002
----------------------       Secretary and Director (Principal
Joseph P. Wynne              Financial and Accounting Officer)



<PAGE>

                                 LIL MARC, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2000



<PAGE>

                                 LIL MARC, INC.
                          (A Development Stage Company)

                                TABLE OF CONTENTS

                   YEARS ENDED DECEMBER 31, 2000 AND 1999 AND
             PERIOD APRIL 22, 1997 (INCEPTION) TO DECEMBER 31, 2000

                                                                           Page

Independent Auditors' Reports                                               1-3

Balance Sheet                                                                4

Statements of Operations                                                     5

Statements of Stockholders' Equity                                           6

Statements of Cash Flows                                                     7

Notes to Financial Statements                                              8-11


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Lil Marc, Inc.
(A Development Stage Company)
New York, NY

We have audited the accompanying balance sheet of Lil Marc, Inc. (a development
stage company) as of December 31, 2000, and the related statements of
operations, stockholders' equity and cash flows for the year ended December 31,
2000. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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 audit provides 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. as of December
31, 2000, and the results of its operations and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States.


                                        /s/ BERENSON & COMPANY LLP

New York, NY
March 12, 2001



<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of Lil Marc, Inc. and Subsidiary (a
development stage company) for the year ended December 31, 1999 and for the
period from inception on April 22, 1997 through December 31, 1999. 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 auditing standards generally accepted
in the United States of America. 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 consolidated financial statements referred to above present
fairly, in all material respects the financial position of Lil Marc, Inc. and
Subsidiary (a development stage company) as of December 31, 1999 and the
consolidated results of their operations and their cash flows for the year ended
December 31, 1999 and for the period from inception April 22, 1997 through
December 31, 1999, in conformity with accounting principles generally accepted
in the United States of America.




<PAGE>

                                                                          Page 3

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the 1999
consolidated financial statements, (not presented separately herein) the Company
had no operations and limited capital which together raised substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to this matter were also described in Note 4. The consolidated financial
statements did not include any adjustments that might result from the outcome of
this uncertainty.


Jones, Jensen & Company
Salt Lake City, Utah
February 11, 2000



<PAGE>

                                                                          Page 4

                                 LIL MARC, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                                DECEMBER 31, 2000

                                   A S S E T S

Current assets:
  Cash and cash equivalents                                           $ 245,542
                                                                      ---------

         Total current assets                                         $ 245,542
                                                                      =========


                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                    $   1,117
                                                                      ---------

         Total current liabilities                                        1,117
                                                                      ---------

Stockholders' equity:
  Common stock, $0.01 par value; 5,000,000 shares
    authorized; 2,668,666 shares issued and outstanding                  26,686
  Additional paid-in capital                                            267,671
  Accumulated deficit during the development stage                      (49,932)
                                                                      ---------
                                                                        244,425
                                                                      ---------

                                                                      $ 245,542
                                                                      =========

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


<PAGE>

                                                                          Page 5
                                 LIL MARC, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

                                                                     Period
                                                                 April 22, 1997
                                             Years ended         (inception) to
                                             December 31,          December 31,
                                     --------------------------
                                         2 0 0 0        1 9 9 9        2 0 0 0
                                     -----------    -----------       --------

Sales                                $        --    $       346       $    346

Cost of sales                                 --             --             --
                                     -----------    -----------       --------

Gross margin                                  --            346            346
                                     -----------    -----------       --------

Operating expenses:
  General and administrative              24,996         15,782         60,661
  Amortization                             1,433          5,730         17,191
                                     -----------    -----------       --------
                                          26,429         21,512         77,852
                                     -----------    -----------       --------

Loss from operations                     (26,429)       (21,166)       (77,506)
                                     -----------    -----------       --------

Other income (expense):
  Gain on sale of subsidiary              21,132             --         21,132
  Interest expense                            --             --           (900)
  Interest income                          7,342             --          7,342
                                     -----------    -----------       --------
                                          28,474             --         27,574
                                     -----------    -----------       --------

Net income (loss)                    $     2,045    $   (21,166)      $(49,932)
                                     ===========    ===========       ========

Net income (loss) per common share   $       .00    $      (.01)
                                     ===========    ===========

Weighted average number of
  shares outstanding                   2,328,392      1,681,904
                                     ===========    ===========

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


<PAGE>

                                                                          Page 6
                                 LIL MARC, INC.
                          (A Development Stage Company)

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                        YEAR ENDED DECEMBER 31, 2000 AND
             PERIOD APRIL 22, 1997 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                           Accumulated
                                                                             deficit
                                              Common stock      Additional  during the    Total
                                         --------------------    paid-in   development  stockholders'
                                           Shares     Amount     capital      stage       equity
                                         ---------   --------   ---------   --------    ---------
<S>                                      <C>         <C>        <C>         <C>         <C>
Balance, April 22, 1997                         --   $     --   $      --   $     --    $      --

Common stock issued for cash
  at $0.00 per share                       666,666      6,666      (1,666)        --        5,000
Issuance of shares to acquire patent
  rights recorded at predecessor cost
  of $0.00 per share                       400,000      4,000      (1,000)        --        3,000
Issuance of 540,000 shares of
  common stock at $0.10 per share          540,000      5,400      48,600         --       54,000
Stock offering costs                            --         --      (8,843)        --       (8,843)
Net loss, December 31, 1997                     --         --          --     (9,251)      (9,251)
                                         ---------   --------   ---------   --------    ---------

Balance, December 31, 1997               1,606,666     16,066      37,091     (9,251)      43,906

Issuance of 75,000 shares of
  common stock at $0.10 per share           75,000        750       6,750         --        7,500
Net loss, December 31, 1998                     --         --          --    (21,560)     (21,560)
                                         ---------   --------   ---------   --------    ---------

Balance, December 31, 1998               1,681,666     16,816      43,841    (30,811)      29,846

Issuance of 87,000 shares of
  common stock at $0.10 per share           87,000        870       7,830         --        8,700
Net loss, December 31, 1999                     --         --          --    (21,166)     (21,166)
                                         ---------   --------   ---------   --------    ---------

Balance, December 31, 1999               1,768,666     17,686      51,671    (51,977)      17,380

Cancellation of treasury stock            (100,000)    (1,000)    (24,000)        --      (25,000)
Common stock issued for cash at
  $0.25 per share                        1,000,000     10,000     240,000         --      250,000
Net income, December 31, 2000                   --         --          --      2,045        2,045
                                         ---------   --------   ---------   --------    ---------

Balance, December 31, 2000               2,668,666   $ 26,686   $ 267,671   $(49,932)   $ 244,425
                                        ==========   ========   =========   ========    =========
</TABLE>

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


<PAGE>

                                                                          Page 7
                                 LIL MARC, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   Period
                                                              Years ended      April 22, 1997
                                                              December 31,     (inception) to
                                                      -----------------------    December 31,
                                                        2 0 0 0       1 9 9 9     2 0 0 0
                                                      -----------    --------    ---------

<S>                                                     <C>          <C>         <C>
Cash flows from operating activities:
  Net income (loss)                                     $   2,045    $(21,166)   $ (49,932)
  Adjustments to reconcile net income (loss) to
   net cash used by operating activities:
    Amortization                                            1,433       5,730       17,191
    Gain on sale of subsidiary                            (21,132)         --      (21,132)
    Common stock issued for services                           --       8,700        8,700
    Changes in assets and liabilities:
      Increase in accounts payable                          8,317       1,500        9,817
                                                        ---------    --------    ---------
         Net cash used by operating activities             (9,337)     (5,236)     (35,356)
                                                        ---------    --------    ---------

Cash flows from investing activities:
  Cash included pursuant to sale of subsidiary             (1,109)         --       (1,109)
  Purchase of patent rights                                    --          --      (28,650)
                                                        ---------    --------    ---------
         Net cash used by investing activities             (1,109)         --      (29,759)
                                                        ---------    --------    ---------

Cash flows from financing activities:
  Stock offering costs                                         --          --       (5,843)
  Common stock issued for cash                            250,000          --      316,500
                                                        ---------    --------    ---------
         Net cash provided by financing activities        250,000          --      310,657
                                                        ---------    --------    ---------

Net increase (decrease) in cash and cash equivalents      239,554      (5,236)     245,542
Cash and cash equivalents, beginning of period              5,988      11,224           --
                                                        ---------    --------    ---------
Cash and cash equivalents, end of period                $ 245,542    $  5,988    $ 245,542
                                                        =========    ========    =========

Supplemental cash flow information:
  Cash paid during the period for:
    Interest                                            $      --    $     --    $      --
    Income taxes                                              100          --          100

Noncash financing and investing activities:
  1.  Patent rights and deferred interest acquired for
      common stock and assumption of note payable       $      --    $     --    $  30,000
  2.  Sale of noncash net assets of subsidiary
      Book value of patent                              $  11,459    $     --    $  11,459
      Accounts payable assumed                              8,700          --        8,700
      Common stock acquired for treasury                   25,000          --       25,000
      Treasury stock cancelled                             25,000          --       25,000

</TABLE>

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


<PAGE>

                                                                          Page 8

                                 LIL MARC, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999



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 the Company
     under the laws of the State of Nevada on December 30, 1999. LILM, Inc. was
     organized to continue with the product development and sales of the "Lil
     Marc" training urinal.

     On May 19, 2000, the Board of Directors approved a proposal to change the
     stated purpose of the corporation as stated in Article III of the Articles
     of Incorporation to a general purpose.

2.   Summary of significant accounting policies:

     a.   Principles of consolidation:

          The financial statements include the accounts of a wholly-owned
          subsidiary of the Company. All significant intercompany accounts and
          transactions have been eliminated in consolidation. The wholly-owned
          subsidiary was sold in May, 2000.

     b.   Net income (loss) per common share:

          The computation of net income (loss) per share of common stock is
          based on the weighted average number of shares outstanding during the
          period of the financial statements. Warrants have not been included in
          the computation of net income (loss) per share of common stock because
          to do so would have been antidilutive. However, these warrants could
          have potentially dilutive effects in the future.

     c.   Cash and cash equivalents:

          For cash flow purposes, the Company considers all highly liquid
          investments with a maturity of three months or less when purchased to
          be cash equivalents.



<PAGE>

                                                                          Page 9

                                 LIL MARC, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

2.   Summary of significant accounting policies: (Continued)

     c.   Cash and cash equivalents: (Continued)

          The Company maintains its cash accounts in a commercial bank located
          in New York. The balance in the bank is insured by the Federal Deposit
          Insurance Corporation (FDIC) up to $100,000.

     d.   Patents:

          During 1997, the Company purchased the patent for the "Lil Marc"
          training urinal. Amortization was computed on the straight-line method
          over the estimated five year life of the patent. Amortization expense
          for the years ended December 31, 2000 and 1999 was $1,433 and $5,730,
          respectively.


                                              2 0 0 0    1 9 9 9
                                              -------   --------

               Patent                         $    --   $ 28,650
               Accumulated amortization            --    (15,758)
                                              -------   --------

                                              $    --   $ 12,892
                                              =======   ========

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

          The patent rights for the "Lil Marc" training urinal were sold as part
          of the Stock Sale Agreement (note 7).

     e.   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.



<PAGE>

                                                                         Page 10

                                 LIL MARC, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999



2.   Summary of significant accounting policies: (Continued)

     f.   Revenue recognition:

          A revenue recognition policy will be established when planned
          principal operations commence.

     g.   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.

     h.   Fair value of financial instruments:

          The carrying amounts of cash and cash equivalents and accounts payable
          approximate fair value due to the short maturity of these instruments.

3.   Related party transactions:

     In 1997, the Company issued 400,000 shares of its common stock to its
     stockholders for the acquisition 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 to its stockholders for gross services valued at $8,700.

4.   Income taxes:

     The total of the deferred tax asset is as follows:

                                             2 0 0 0     1 9 9 9
                                             -------    --------

               Deferred tax asset            $ 8,000    $ 10,000
               Valuation allowance            (8,000)    (10,000)
                                             -------    --------

               Net deferred tax asset        $    --    $     --
                                             =======    ========

 The deferred tax asset is the book vs. tax difference from net operating loss
                                 carry forwards.


<PAGE>


                                                                         Page 11

                                 LIL MARC, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

4.   Income taxes: (Continued)

     The Company had available, at December 31, 2000, unused operating loss
     carryforwards of approximately $50,000 for federal and state tax purposes
     that may be applied against future taxable income and begin to expire in
     December 2012.

5.   Forward stock split:

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

6.   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.

7.   Stock transactions and warrants:

     On May 25, 2000, pursuant to a Stock Purchase Agreement dated May 19, 2000,
     a new stockholder acquired a controlling interest in the Company by
     purchasing 1,194,166 shares of common stock from its stockholders for an
     aggregate purchase price of $315,000. In addition, the Company sold
     1,000,000 shares of its authorized common stock at $0.25 per share to this
     new stockholder for $250,000 cash. As part of the transaction, the Company
     issued warrants to purchase a total of 3,000,000 shares of common stock at
     $0.25 per share. These warrants expire on November 25, 2001.

     Subsequently, and pursuant to a Stock Sale Agreement dated May 19, 2000,
     the Company sold all of the outstanding shares (1,000,000 shares) of its
     wholly-owned subsidiary LILM, Inc. to one of its stockholders for 100,000
     shares of that stockholder's common stock. These 100,000 shares of the
     Company's treasury stock have been canceled.