FORM 10-KSB

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                FOR THE FISCAL YEAR ENDED MARCH 31, 1999

                        NORTON MOTORCYCLES, INC.

             (Name of small business issuer in its charter)

                    Commission File Number: 33-8819-D

       Colorado                                          84-1036901

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

                        14252 - 23rd Avenue North
      Plymouth, MN                                      55447-4910

   (Address of principle executive offices)             (Zip code)

                Issuer's telephone number: (612) 694-9880

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

   Securities registered under Section 12(g) of the Exchange Act: None

Indicated by check mark whether the issuer  (1) filed all reports
required by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days. Yes [X] No [ ].

Check if there is no disclosure of delinquent filers in response to Item
405 Regulation S-b in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year: $-0-

Aggregate market value of registered voting stock held by non-affiliates
as of June 15, 1999: $ 3.9 million

Number of shares of Common Stock, no par value, outstanding as of June
15, 1999: 7,125,000.

Documents incorporated by reference: None.





<PAGE>
                        NORTON MOTORCYCLES, INC.

                               FORM 10-KSB

                                 PART I

Information provided in this annual report may contain "forward-looking"
information.  These cautionary statements are made with the objective of
obtaining the benefits of safe harbor provisions of applicable
legislation.  The Company cautions investors that any forward looking
statements made by the Company are not guarantees of future performance
and actual results may differ materially from those in the forward
looking statements as a result of various factors including but not
limited to the development stage nature of the Company.

The Company's common stock was reverse split on a 1 share for 42 shares
basis effective April 30,1999.  Unless otherwise stated, information in
this annual report is presented after giving effect to the reverse stock
split.

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Norton Motorcycles, Inc.,  (Norton or the Company) was organized under
the laws of the State of Colorado on August 11, 1986, for the purpose of
evaluating and seeking merger candidates.  In April 1999 the Company's
name was changed to Norton Motorcycles, Inc. from Hallmark Properties,
Inc.

Since its inception in 1986, the Company had no operations other than
management had been actively seeking business opportunities.  Several
possibilities had been identified since 1986 however no transaction had
been completed through March 1999.  As described more fully below, in
April 1999 the Company acquired the trade name Norton and certain assets
used to develop a line of high performance motorcycles (the Asset
Purchase).

BUSINESS OF ISSUER

Norton is a development stage enterprise now engaged in the development
of a line of high performance motorcycles.  Norton's business strategy
is built on marketing world class motorcycles using the powerful Norton
tradename.  The initial product line will consist of two sport bike and
three cruiser models.  The sport bike product development is in an
advanced stage and the Company anticipates commencing commercial
production in 2000.  Each of the models will be subject to regulatory
approval by various governmental authorities prior to the commencement
of sales.

Motorcycles have been marketed under the famous Norton tradename for
nearly 100 years, although new motorcycles have not been marketed under
the Norton tradename since the early 1990's.  The name enjoys
substantial customer loyalty as evidenced by the popularity of the
Norton Owners Clubs particularily in the United States and Europe.
Norton continues to be associated with high performance, advanced
engineering and racing success.


                                1


<PAGE>
Through April 1999, approximately $4.3 million had been incurred in
motorcycle product line development costs by Norton Motors
International, Inc. (NMI), the entity which had been funding the
motorcycle development and whose assets and technology were acquired
via the Asset Purchase.

Melling Consultancy Design (MCD), a leading motor industry independent
engineering and design firm, has been engaged to design the initial
product line. The initial product line emphasizes high performance and
advanced engineering.  For example, the flagship Nemesis sport bike is
expected to be the fastest and only production V-8 motorcycle in the
world.   The Company is also developing a Manx sport bike using the
Company's inline-4 engine.  The Nemesis and Manx models have been
completely designed and road testing is now underway using motorcycles
built with production parts.  Both the Nemesis and the Manx have already
received favorable press coverage, especially by Motor Cycle News.
While limited quantities may be available for sale in late 1999,
commercial production of the Nemesis is expected to commence in 2000.

The three cruiser models in the initial product line will use the
Company's V-twin engine.  The V-twin engine for the cruiser models has
been designed, working engines will be tested in late 1999 and two of
the cruiser models are expected to be introduced into the market place
in 2000.

The motorcycle production will take place in England, Norton's
traditional home.  The Company will limit capital equipment requirements
by utilizing third party suppliers for parts fabrication.  The Company
will maintain control over quality by performing the assembly function.
Norton owns an assembly plant in Shenstone England.  The Company may
also consider other assembly sites in England and/or the United States.

Norton will market its motorcycle models and related merchandise through
dealers and distributors.  Management is currently in the process of
selecting and entering into agreements with dealers and distributors in
the United States and Europe.  Motorcycle related merchandise will also
be marketed through the Norton web site at www.nortonmotorcycles.com.
Information with respect to the motorcycle models and merchandise can be
found at the Norton web site.

The motorcycle industry is highly competitive.  The Company's
competitors are larger with substantially more financial resources.
Competition is based on a variety of factors including product design,
features, styling, performance and pricing in addition to brand name
strength and customer service. While Norton's product development is not
yet complete, the Company believes that the product line being developed
coupled with the strength of the Norton tradename will have substantial
market potential.

The Company's motorcycles will be subject to regulation by a variety of
governmental authorities in the counties in which its motorcycles are
sold.  The regulations, which are subject to revision, address safety,
noise and emission standards.  Initially the Company will seek to have
its models approved for sale in the United Kingdom, Europe and the
United States.

The majority of the Company's efforts are focused on the design and
development of the initial motorcycle product line.  As noted above, the
design and development is being performed by MCD, an  engineering and
design firm owned by Al Melling.  Currently Norton employs seven
employees.  Later this year, the Company plans to commence adding
additional personnel in the production, marketing and administrative
areas.

With respect to possible computer malfunctions at the turn of the
millennium on January 1, 2000, the Company uses personal computer based
accounting software that is believed to be year 2000 compliant.  The
Company has not yet acquired any of the software that will be used in
the management of its assembly operation.


                                2


<PAGE>
APRIL 1999 ASSET PURCHASE

On April 20, 1999 the board of directors of Norton authorized the
issuance of 6 million restricted common shares (252 million common
shares before the effect of the reverse stock split) to Norton
Acquisition Corporation, a Minnesota corporation (NAC) in exchange for
all of the assets of NAC.  NAC had recently acquired substantially all
of the assets of NMI in exchange for all of the outstanding shares of
NAC. NMI was engaged in the design and development of a line of high
performance, premium motorcycles. The issuance of the Norton shares to
NAC did not involve a public offering and was made by Norton in reliance
upon exemption under Section 4(2) of the 1933 Act.

 As a result of the one (1) share for forty-two (42) shares reverse
split effective April 30, 1999, NAC owned 6 million out of the
approximately 7 million post split then outstanding shares of Norton
(about 86 percent). NMI owns 100% of the issued and outstanding shares
of NAC. No loans were made for the purposes of acquiring the
aforementioned shares of Norton resulting in a controlling interest
therein. Additional consideration for the purchase of assets included
the assumption by Norton of approximately $500 thousand of trade account
payables, the assumption of $650 thousand of secured debt and the
payment by Norton of $25 thousand. The assets acquired by Norton
consisted of the assets that NAC had recently acquired from NMI. The
assets purchased were those used by NMI, a development stage enterprise,
in the design and development of a line of high performance motorcycles
and include all of its trademarks, an assembly plant in Shenstone,
England and all designs and prototypes.

RECENT DEVELOPMENTS

On June 30, 1999 the Company entered into agreements which provide for
significant cash investments in Norton and appointment of a new Chief
Executive Officer and a President.  Mr. Robert Kilpatrick and Mr. John M.
Tastad will serve as Chief Executive Officer and President, respectively.
The initial cash advance to Norton is to be provided in the form of a $1
million US dollar Bridge Loan Facility which is to be fully funded by July 2,
1999.  Additionally, NMI Investments, LLC, an entity owned by Messrs. Tastad
and Kilpatrick, committed to subscribe to purchase $4 million of the Norton
convertible preferred stock which the Company is preparing to offer via a
private placement.  The Company will file a Form 8-K with the Securities
and Exchange Commission more fully describing the backgrounds of these two
individuals and the terms of these agreements.

REPORTS TO SECURITY HOLDERS

The Company currently files reports voluntarily with the Securities and
Exchange Commission (SEC) under Section 15(d) of the Securities Act of
1934.  The Company currently files this report with the SEC and will
also quarterly file Form 10 QSB  as well as Form 8-K when required to
disclose certain significant events.  The Company is not required and
has no current plans to deliver an annual report to its stockholders.
As an electronic filer, filings made by the Company can be located at
the SEC's internet site found at www.sec.gov.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's executive offices are located at 14252 - 23rd Avenue
North, Plymouth, MN 55447 in 900 square feet of space leased on a month
to month basis.

The Company owns an assembly facility located in Shenstone, England near
Birmingham.  The Shenstone facility, which is currently largely idle, is
a steel-framed brick building with a one-story production/assembly area
of 21,500 square feet, an adjoining two-story office building of about
5,000 square feet and an ancillary workshop area of about 7,000 square
feet currently leased to a third party.  The Shenstone facility is
subject to a $500 thousand mortgage payable in installments with the
final payment in 2002.  The Company also leases 5,000 square feet of
design and development facilities in Rochdale, England from the owner of
MCD under a five year lease.

ITEM.  3  LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and the Company is
not aware of any such proceedings that a governmental authority is
contemplating.


                                3


<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following shareholder resolutions were adopted by Norton at its
annual shareholders meeting on April 30, 1999 by an affirmative vote of
252,000,000 pre reverse stock split common shares out of a total of
293,983,696 pre reverse stock split common shares then outstanding:

  1.  The number of directors was increased to four and the following
individuals were elected to the Board of Directors of Norton effective
immediately, until the next annual meeting or until their successors are
elected or shall qualify:

        a.   Roberto Aquilini
        b.   Myron Calof
        c.   Mark Osterberg
        d.   John Tastad

  2.  The Company changed its name from Hallmark Properties, Inc. to
Norton Motorcycles, Inc.

  3.  The number of shares of Common Stock issued as of the date of the
shareholder meeting was reverse split on the basis of one (1) share for
each forty-two (42) shares outstanding and new certificates will be
issued to shareholders, for the number of shares resulting from such
reverse split rounded to the nearest full share, upon said shareholder's
surrender of their old share certificate.



                                 PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

The Company's registered common stock is not eligible for listing on
NASDAQ or a national securities exchange.  Although the registered stock
has been quoted from time to time on the OTC Bulletin Board or in the
"pink sheets" maintained by National Quotation Bureau, Inc., the common
stock has traded very infrequently during the last two years.

Currently the Company's Common Stock is traded on the OTC Bulletin Board
operated by the NASD under the stock symbol NRTN.  Since April 1999 the
range of the high and low bid had been $3 1/2 to $6.  These bid reflect
interdealer prices, without retail mark-up, mark-down or commissions and
may not represent actual transactions.


HOLDERS

The approximate number of record holders of the Company's Common Stock,
no par value, as of  June 15,1999 was 152.  This amount does not reflect
an indeterminable number of shareholders whose shares are held in
"street name."


                                4


<PAGE>
DIVIDENDS

The Company has not paid a dividend with respect to its Common Stock and
is not expected to pay a dividend on its Common Stock in the foreseeable
future.

The Company's ability to pay dividends is restricted by provisions of
the Colorado Business Corporation Act which provides that a Colorado
corporation may only pay dividends if, after giving effect to the
dividend, the corporation would be able to pay its debts as they become
due in the usual course of business, or the corporation's total assets
would be less than its total liabilities plus the amount that would be
needed, if the corporation were to be dissolved at the time the
dividend, to satisfy the  preferential  rights upon dissolution  of
shareholders  whose  preferential  rights are superior to those
receiving the dividend.

RECENT SALES OF UNREGISTERED SECURITES

As more fully discussed under April 1999 Asset Purchase in Part 1 above,
on April 20, 1999 the board of directors of Norton authorized the
issuance of 6,000,000 restricted common shares.  The issuance of these
shares did not involve a public offering and otherwise was exempt from
registration under the requirements of Section 4(2) of the Securities
and Exchange Act of 1933.

In April 1999, Genesis Capital Group agreed to lend $1 million to the
Company.  The Company has indicated its intention to exercise its
contractual right to convert all amounts advanced by Genesis into
restricted common stock at $4 per share.

The issuance of these shares did not involve a public offering and
otherwise was exempt from registration under the requirements of Section
4(2) of the Securities and Exchange Act of 1933.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

RESULTS OF OPERATIONS

The Company was inactive and had no operations during the years ended
March 13, 1998 and 1999.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1999 the Company had no assets, liabilities or financial
commitments. In April 1999 the Company acquired assets that were being
used in the development of a line of high performance motorcycles to be
marketed under the trade name Norton.  The assets acquired included
trademarks, an assembly plant in Shenstone, England and motorcycle
designs and prototypes.   See Note 4 to the March 31, 1999 financial
statements for additional information including an unaudited proforma
balance sheet reflecting the Asset Purchase as if it had occurred on
March 31, 1999.

In April 1999, Genesis Capital Group (Genesis) of Minneapolis agreed to
lend $1 million to the Company.  The Company has indicated its intention
to exercise its contractual right to convert all amounts advanced by
Genesis into common stock at $4 per share.  As of June 30, 1999 Genesis
had advanced $ 525 thousand out of its $1 million commitment and the
Company had no significant cash assets.  On June 30, 1999 the Company
entered into agreements which contain commitments for significant cash
investments in Norton.  The initial cash advance to Norton is to be
provided in the form of a $1 million US dollar Bridge Loan Facility
that is to be fully funded by July 2, 1999.  Additionally, NMI Investments,
LLC, an entity owned by Messrs. Tastad and Kilpatrick, committed to
subscribe to purchase $4 million of Norton convertible preferred stock
which the Company is preparing to offer via a private placement.


                                5


<PAGE>
As a development stage enterprise, Norton currently has no significant
revenue base. The Company is actively seeking approximately $18 million
of additional capital resources (including the $4 million commitment to
purchase preferred stock described above).  The additional capital resources
are required by Norton to complete its product development, fund expected
calendar 1999 and 2000 losses, fund plant and equipment additions, provide
working capital and commence profitable operations.  The development of the
initial product line is expected to continue through 2000.

Additionally the Company faces certain other significant risks and
uncertainties including: the Company's competitors are larger with
substantially more financial resources; the Company has no motorcycle
manufacturing experience; none of the models in the initial product line
has been completed and regulatory approvals will be needed for each
model; a majority of the Company's costs will be denominated in British
pounds while a majority of the sales will be denominated in other
currencies; and another party claims to own the Norton tradmarks in
certain European countries.

While development is not complete and there are significant
uncertainties associated with developing new high performance
motorcycles, management believes that the motorcycle product line being
developed will have substantial market potential.


                                6


<PAGE>
ITEM 7. FINANCIAL STATEMENTS


           Report of Independent Certified Public Accountant

April 30, 1999
(June 30, 1999 as to Note 4)


The Board of Directors
Norton Motorcycles, Inc
(A Development Stage Enterprise)
Minneapolis, Mn.

We have audited the Balance Sheets of Norton Motorcycles, Inc. (formerly
Hallmark Properties, Inc.),  (a development stage company) as of March
31, 1998 and 1999, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for each of the two years in the
periods then ended.   These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based upon our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
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.

The Company is a development stage enterprise which acquired certain assets
in April 1999 in order to develop and market a new line of high preformance
motorcycle models.  As described in Note 4, as of June 30, 1999 the Company
had no significant cash resources.  On June 30, 1999 the Company entered into
agreements which contain commitments for cash investments to be made in the
Company.  The Company is dependent on the funding of these commitments to
continue its operations and motorcycle development program.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Norton
Motorcycles, Inc. as of March 31, 1997 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.




/s/ Tannenbaum & Company, P.C.
TANNENBAUM & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


                                7


<PAGE>
                        Norton Motorcycles, Inc.
                    (A Development Stage Enterprise)
                             Balance Sheets
                         March 31, 1998 and 1999
                    In thousands except share amounts

                                                       1998        1999
                                                     --------    --------

    Assets
        Total assets                                      $0          $0
                                                     ========    ========
    Liabilities and stockholders' equity
        Total liabilities                                 $0          $0
        Stockholders' equity
           Common stock, no par value, 400,000,000
              shares authorized, 999,611 shares
              issued and outstanding at
              March 31, 1998 and 1999                    296         296
           Deficit accumulated during development
              stage                                     (296)       (296)
                                                     --------    --------
           Total stockholders' equity                      0           0
                                                     --------    --------
       Total liabilities and stockholders' equity         $0          $0
                                                     ========    ========




                        Statements of Operations
                   Years Ended March 31 1998 and 1999
             In thousands except share and per share amounts
                                                                     Cumulative
                                                                    amount from
                                              1998        1999       inception
                                            --------    --------    -----------

    Revenue                                      $0          $0             $7
    Expenses
       Merger expenses                                                     261
       Salaries                                                             19
       Other                                                                23
                                            --------    --------    -----------
          Total expenses                          0           0            303
                                            --------    --------    -----------
    Loss before taxes                             0           0           (296)
    Income tax
                                            --------    --------    -----------
    Net loss                                     $0          $0           (296)
                                                                    ===========
    Accumulated deficit, beginning of year     (296)       (296)
                                            --------    --------
    Accumulated deficit, end of year           (296)       (296)
                                            ========    ========
    Weighted average number of shares       999,611     999,611
                                            ========    ========
    Loss per share                               $0          $0
                                            ========    ========


See also accompanying notes to financial statements.


                                8


<PAGE>
                        Norton Motorcycles, Inc.
                    (A Development Stage Enterprise)
                   Statements of Stockholders' Equity
                   Years Ended March 31, 1998 and 1999
                    In thousands except share amounts


                              Common Stock
                          --------------------

                            Number              Accumulated    Total
                           of shares   Amount      Deficit

 Balance - April 1, 1997     999,611     $296         ($296)         $0

                          -----------------------------------------------
 Balance - March 31, 1998    999,611      296          (296)          0
                          -----------------------------------------------
 Balance - March 31, 1999    999,611     $296         ($296)         $0
                          ===============================================



                         Norton Motorcycles, Inc.
                    (A Development Stage Enterprise)
                        Statements of Cash Flows
                   Years Ended March 31, 1998 and 1999
                              In thousands

                                                                  Cumulative
                                                                 amount from
                                           1998        1999       inception
                                         --------    --------    -----------

     Cash used by operating activities        $0          $0          ($272)
     Cash from financing activities
        Sale of common stock                                            272
     Cash at beginning of year                 0           0
                                         --------    --------    -----------
     Cash at end of year                      $0           0             $0
                                         ========    ========     ==========


See also accompanying notes to financial statements.


                                9


<PAGE>
                        Norton Motorcycles, Inc.
                    (A Development Stage Enterprise)
                      Notes to Financial Statements

1.   The Company

Norton Motorcycles, Inc.  (Norton or the Company), a development stage
enterprise, was organized under the laws of the State of Colorado on
August 11, 1986, for the purpose of evaluating and seeking merger
candidates.  In April 1999 the Company's name was changed to Norton
Motorcycles, Inc. from Hallmark Properties, Inc.

Since inception in 1986, the Company had no operations other than
management had been actively seeking merger or other business
opportunities.  Several possibilities had been identified since 1986
however no transaction had been completed through March 1999.  As
discussed in Note 4, in April 1999 the Company acquired the trade name
Norton and certain assets used to develop a line of high performance
motorcycles (the Asset Purchase).

2.   Significant Accounting Policies

The Company's fiscal year end is March 31.  The financial statements are
presented in accordance with United States generally accepted accounting
principles and are stated in United States dollars.

The Company had no operating activities and incurred no expenses or
earned no revenues during either fiscal year 1998 or 1999.  The costs
incurred since inception pertain to seeking merger candidates and
business opportunities.

During fiscal year 1998 and 1999 there were no changes in stockholders'
equity.  On April 30, 1999 the Company's common stock was reverse split
on a 1 share for 42 shares basis which immediately became effective.
Unless otherwise indicated, all of the share and per share disclosure
amounts are presented as if the reverse stock split had occurred prior
to the beginning of the periods presented.

3.   Income Taxes

In years prior to fiscal 1998, the Company incurred net operating losses
of approximately $296 thousand, of which $272 thousand expires in 2003
and $24 thousand expires in 2007.  The Company has not yet evaluated
whether such net operating losses will be available to offset future
taxable income.

4.  Subsequent Events  - Asset Purchase (Unaudited)

The Company entered into an asset purchase agreement dated April 16,
1999 to acquire substantially all of the assets of Norton Acquisition
Corporation (NAC) in exchange for newly issued common stock, the
assumption by the Company of approximately $500 thousand of trade
accounts payable, the assumption of $650 thousand of debt and the
payment of  $25 thousand in cash (the "Asset Purchase").   After the
impact of the 1 share for 42 shares reverse stock spilt, NAC owned 6
million shares out of 6,999,612 Norton common shares then outstanding.
NAC had recently acquired substantially all of the assets of Norton
Motors International, Inc. (NMI) in exchange for all of NAC's
outstanding common stock. NMI is a development stage enterprise that was
engaged in the development of a line of high performance motorcycles.
The assets acquired by the Company include all trademarks, an assembly
plant in Shenstone, England and all motorcycle designs and prototypes.
The long term debt assumed by the Company carries an 8% interest rate,
is collateralized by the assembly plant and intellectual property and is
payable as follows: $100 thousand in 2000, $150 thousand in 2001 and
$250 thousand in 2002.


                                10


<PAGE>
Note 4 - continued

Genesis Capital Group (Genesis) of Minneapolis has agreed to lend an
initial $1 million to the Company.  The Company has indicated its
intention to exercise its contractual right to convert all amounts
advanced by Genesis into common stock at  $4 per share.

The following unaudited proforma adjusted condensed balance sheet
reflects the Asset Purchase and the $1.0 million to be advanced by
Genesis and the conversion of such Genesis advance into common stock as
if the transactions had occurred on March 31, 1999.  The Asset Purchase
has been accounted for as an acquisition of assets.  The acquired assets
were recorded on the basis of the historical cost to NMI. The proforma
balance sheet reflects the entire $1 million investment by Genesis and
the payoff of all trade accounts payable assumed in connection with the
Asset Purchase. As of June 23, 1999 Genesis had advanced $525 thousand
(out of the $1 million committed) to the Company.

                        Norton Motorcycles, Inc.
                    (A Development Stage Enterprise)
                    Unauditied Proforma Balance Sheet
                              In thousands

                                                        Proforma
                                                        Adjusted
                                                       ----------

  Assets
     Current assets - cash                                 $500
     Property and equipment                                 625
     Intangible assets - trademarks                         400
                                                       ----------
     Total assets                                        $1,525
                                                       ==========

  Liabilities and stockholders' equity
     Current liabilities - notes payable                   $150
     Long-term debt                                         500
     Common stockholders' equity
        Common stock, no par value, 7,249,612
           proforma shares outstanding after reverse
           stock split, Asset Purchase and conversion
           of Genesis advance into common stock           1,171
        Deficit accumulated during development stage       (296)
                                                       ----------
        Total common stockholders' equity                   875
                                                       ----------
     Total liabilities and common stockholders' equity   $1,525
                                                       ==========

Under generally accepted accounting principles in the United States,
research and development costs are expensed as incurred.  Through
December 31,1998, NMI had invested approximately $4 million in design,
development and testing of high performance motorcycles and had raised
approximately $5 million cash through debt and equity offerings.  As of
December 31, 1998, NMI had an unaudited accumulated deficit of
approximately $ 12.7 million.


                                11


<PAGE>
Note 4 Continued

Common shares shown in the proforma balance sheet were derived as
follows:

               41,983,696 common shares
               outstanding at March 31, 1999
               which were reverse split on
               April 30, 1999                    999,612

               Shares issues to NAC after
               impact of reverse split         6,000,000

               Restricted shares to be issued
               to Genesis Capital                250,000
                                               ---------
               Proforma common shares          7,249,612
                                               =========


Subsequent to March 31, 1999 the Company granted 707,500 options to
acquire common stock to officers, directors, management and a consulting
firm.  The options are exercisable at $4.00 per share.

As of June 30, 1999 Genesis had advanced $525 thousand out of its $1 million
commitment and the Company had no significant cash resources.  On June 30,
1999 the Company entered into agreements which contain commitments for cash
investments in Norton.  The intial cash advance to Norton is to be provided
in the form of a $1 million US dollar Bridge Loan Facility which is to be
fully funded by July 2, 1999.  Additionally, NMI Investments, LLC, an entity
owned by Messrs. Tastad and Kilpatrick, committed to subscribe to purchase
$4 million of the Norton convertible preferred stock which the Company is
preparing to offer via a private placement.  The Company is dependent on the
funding of these commitments to continue its operations and motorcycle
development program.  The June 30, 1999 agreements provide that Messrs.
Kilpatrick and Tastad will serve as Chief Executive Officer and President,
respectively.  These two indiviuals will be awarded stock options to purchase
up to 955,000 common shares at option prices ranging from $4.00 to $12.00 per
share over two years; the number of options awarded is conditional on the
achievement of contractually specified goals.

As a development stage enterprise, Norton currently has no significant
revenue base and is actively seeking additional investment funding to
support its motorcycle development program.  The development of the
initial product line is expected to continue through calendar 2000. Norton
is actively seeking and will need to obtain capital resources in addition to
those described in the preceding paragraph to complete its product development,
fund expected losses, fund plant and equipment additions, provide working
capital and commence profitable operations.

While development is not complete and there are significant
uncertainties associated with developing new high performance
motorcycles, management believes that the motorcycle product line being
developed will have substantial market potential.


                                12


<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE


There have been no changes in or disagreements with the Company's
accountants on accounting and financial disclosure.


                                PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS.

The directors of the Company are elected to hold office until the next
meeting of shareholders and until their respective successors have been
elected and qualified. Officers of the Company are elected by the Board
of Directors and hold office until their successors are elected and
qualified.

Name                Age     Position

Mark W. Osterberg   48      Chief Executive Officer, Chief Financial
                            Officer, Secretary and Director

Myron Calof         52      Executive Vice President and Director

Roberto Aquilini    33      Director

Mark Osterberg has been the Company's Chief Executive Officer and
Director since April 1999.  Prior to that he was Chief Financial Officer
and Treasurer of Norton Motors International, Inc. from December 1998 to
March 1999.  From 1990 to March 1998, Mr. Osterberg was an executive
officer of Northwest Airlines Corporation, the world's fourth largest
airline where he served as Vice President and Chief Accounting Officer
and Vice President - Finance.

Myron Calof has been the Company's Executive Vice President and Director
since April 1999.  Mr. Calof also serves as the Chief Executive Officer
and Director of Norton Motors International, Inc., a position that he
has held since November 1998.  Mr. Calof is also Executive Vice
President of Aquilini Investment Group, a position he has held since
1994, during which time he has participated in the diverse operations of
the Aquilini Investment Group.

Roberto Aquilini is the Managing Director of Aquilini Investment Group.


INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, no director, executive officer, promoter or
control person of the Company has:


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<PAGE>
    (1) Had any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that date;

    (2) Been convicted in a criminal proceeding or been subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);

    (3) Been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or likewise
limiting his involvement in any type of business, securities or banking
activities; or

    (4) Been found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, where
the judgment has not been reversed, suspended, or vacated.


COMPLIANCE WITH SECTIONS 16(A) OF THE EXCHANGE ACT

The Company's equity securities are not required to be registered
pursuant to Section 12 f of the 1934 Act and therefore this section is
not applicable.

ITEM 10.  EXECUTIVE COMPENSATION

CASH COMPENSATION.

During the past three fiscal years, no officer of the Company received
any cash compensation.

COMPENSATION UNDER PLANS

As of March 31, 1999, no stock options or bonuses had been granted under
any stock option or bonus plan.

Subsequent to March 31, 1999, Messrs. Osterberg and Calof were each
granted options to purchase 215,000 shares common stock at $4.00 per
share.  Each option has a five-year life from vesting date.  Options
vest in the event of a change of control (other than one caused by the
dissolution of NMI) or in the event that the executive is terminated
without cause by the Company or in the event of the death or disability
of the executive. Options granted to Mr. Osterberg vest as follows:
81,000 on date of grant; 66,000 in July 1999; and 68,000 in April 2000.
Options granted to Mr. Calof vest as follows: 115,000 on date of grant
and 100,000 in July 1999.

OTHER COMPENSATION

No other compensation was paid or distributed to any officer of the
Company for services rendered as such during the last fiscal year.

COMPENSATION OF DIRECTORS

The Company does not pay cash compensation to its non-executive officer
directors for their services in that capacity; however, each director is
granted 15,000 options to purchase common stock.  Options granted to
directors vest immediately. Officers and directors will receive
reimbursement for out-of-pocket expenses incurred by them in connection


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<PAGE>
with the business of the Company.  Currently, the Company does not pay
any directors fees for attendance at board meetings.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL

The Company has entered into an employment contract with Mr. Osterberg
that provides for the payment of one year's salary in the event he is
terminated without cause or in the event there is a change in control of
the Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(A)(B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of the date of filing of
this Report as to the beneficial ownership of shares of the Company's
Common Stock, by each person who, to the knowledge of the Company at
that date, was a beneficial owner of 5% or more of the outstanding
shares of Common Stock, by each person who is an officer and/or director
of the Company and by all officers and directors of the Company as a
group. The table does not include information regarding shares of Common
Stock held in names of certain depositories/clearing agencies as nominee
for various brokers and individuals.  No such broker or individual is
believed to hold more than 5% of the Company's Common Stock.


    Title of          Name and                 Amount       Percent
     Class            Address of                and         of Class
                      Beneficial              Nature of
                        Owner                 Beneficial
                                              Ownership

    Common    Norton Acquisition Corporation   6,000,000         84%
    Stock       14252 - 23rd Avenue North
                Plymouth, MN 55447


Norton Acquisition Corporation is a wholly-owned subsidiary of Norton
Motors International Inc. (NMI).  Holders of more than 5 percent of the
stock of NMI are as follows (with percent of NMI common stock ownership
shown parenthetically):  Cataract N.V. (42 percent); Minneapple Capital
(10 percent); and Joseph Novogratz (9 percent).  NMI is not a public
company.

Mark Osterberg and Myron Calof have the right to acquire 147,000 shares
and 215,000 shares, respectively, within 60 days.

CHANGES IN CONTROL

Management is not aware of any arrangements that may result in a change
of control of the Company except that as NMI beneficially owns
approximately 84 percent and any dissolution of NMI may result in the
distribution and/or sale the Company's common stock held by NMI.


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<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED TRANSACTIONS

NAC was a party to the April 1999 Asset Purchase transaction described
under Item 1.

PARENTS OF NORTON

Approximately 84 percent of the outstanding voting securities is owned
by Norton Acquisition Corporation which is wholly owned subsidiary of
NMI.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits  required to be filed are listed below:

Number    Description


2.0       Asset Purchase Agreement dated April 9, 1999 between
          Norton Acquisition Corporation and Norton Motors International Inc.

2.1       Asset Purchase Agreement dated April 16, 1999 between Norton
          Acquisition Corporation and Norton Motorcycles, Inc. f/k/a Hallmark
          Properties, Inc.

3.1       Articles of Incorporation, as amended, incorporated by
          reference from the Annual Report on Form 10-K for the five
          fiscal years ended March 31, 1991.

3.2       Bylaws, incorporated by reference form the Annual Report
          on Form 10-K for the five fiscal years ended March 31, 1991.

3.3       Articles of Amendment  to the  Articles of  Incorporation,
          incorporated  by reference  from the Form 8-K dated August
          19, 1996 filed August 21, 1996.

3.4       Articles of Amendment to the Articles of Incorporation
          of Norton Motorcycles, Inc. dated June 30, 1999.

27.0      Financial Data Schedule


(b)    On May 4, 1999, a Current Report on Form 8-K was filed reporting
the April 1999 Asset Purchase, change in control of the Company, change
in corporate name and the reverse stock split.

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE EXCHANGE ACT BY REGISTRANTS  WHICH HAVE NOT
REGISTERED  SECURITIES PURSUANT TO SECTION 12 OF THE EXCHANGE ACT:

The Registrant has not sent to its security holders any annual report or
proxy material during the last fiscal year. If such report or proxy
material is furnished to security holders  subsequent to the filing of
this Form 10-K,  the Registrant  shall furnish copies of such material
to the Commission when it is sent to security holders.


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<PAGE>
                             SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this 10-K report to be signed on its behalf
by the undersigned, thereunto duly authorized.

Dated: June 30, 1999    NORTON MOTORCYCLES, INC.



                           By: /s/ MARK W. OSTERBERG
                              ---------------------------------
                           Mark W. Osterberg
                           Chief Executive Officer and Director



    In accordance with the Securities  Exchange Act of 1934, this report
has been signed below by the following person on behalf of the
Registrant and in the capacities and on the date indicated.


Dated: June 30, 1999      By: /s/ MARK W. OTERBERG
                             -------------------------
                          Mark W. Osterberg
                          Chief Executive Officer
                          Chief Financial Officer
                          Principle Accounting Officer
                          Director



Dated: June 30, 1999      By: /s/ MYRON CALOF
                             -------------------------
                          Myron Calof
                          Executive Vice President
                          Director



Dated: June 30, 1999      By: /s/ ROBERTO AQUILINI
                             -------------------------
                          Roberto Aquilini
                          Director


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