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

                                  FORM 10-KSB/A
                                [Amendment No. 1]
(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, 2006

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

                        Commission File Number: 000-51872

                                   LILM, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           Nevada                                               87-0645394
-------------------------------                             ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

           1390 South 1100 East # 204, Salt Lake City, Utah 84105-2463
               (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. [ ]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

         State the issuer's revenues for its most recent fiscal year.  $ 2,984

         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. $ 73,063 (Based on bid price $0.10 per share on April 13, 2007)

         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 June 8, 2007
 -----------------------                         ------------------------------
 Common Stock, Par Value                                   2,583,750
     $0.001 par value

                       DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Part III,
Item 14.


Transitional Small Business Disclosure Format.   Yes [ ]   No [X]


<PAGE>



                                     PART I

Explanatory Statement

         This Amendment No. 1 to the LILM,  Inc. Form 10-KSB for the fiscal year
ended December 31, 2006 is being filed to include revised  financial  statements
for the period covered that contain a new Note 5 to the financial statements.

Item 7.           Financial Statements

         Financial  statements  for the fiscal years ended December 31, 2006 and
2005 have been  examined to the extent  indicated  in their  reports by Madsen &
Associates,  CPA's Inc.,  independent certified public accountants and have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America and pursuant to Regulation  S-B as  promulgated  by the
SEC.

                                       -2-

<PAGE>


MADSEN & ASSOCIATES, CPA's INC.                           684 East Vine St, # 3
-------------------------------                              Murray, Utah 84107
Certified Public Accountants and Business Consultants    Telephone 801-268-2632
                                                               Fax 801-262-3978


Board of Directors
LILM, INC. and Subsidiary and LIL Marc INC. (predecessor)
Salt Lake City, Utah

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the  accompanying  consolidated  balance sheet of LILM, INC. and
Subsidiary  and LIL Marc  INC.  (predecessor)  (development  stage  company)  at
December 31, 2006, and the consolidated statements of operations,  stockholders'
equity,  and cash flows for the years ended  December 31, 2006, and 2005 and the
period April 22, 1997 (date of inception of  predecessor)  to December 31, 2006.
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 the standards of the Public  Company
Accounting Oversight Board (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 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 LILM,  INC. and
Subsidiary and LIL Marc INC. (predecessor) at December 31, 2006, and the results
of operations, and cash flows for the years ended December 31, 2006 and 2005 and
the period April 22, 1997 (date of inception of LIL Marc, INC.  (predecessor) to
December 31, 2006, in conformity with accounting  principles  generally accepted
in the United States of America.

The Company's  financial  statements  for the year ended  December 31, 2005 were
revised and restated to include the  historical  operating loss of the Company's
predecessor  for the period April 22, 1997 to December 30, 1999 in the amount of
$51,977. (see note 5)



Salt Lake City, Utah
February 28, 2007, except for Note 5 which is dated June 11, 2007

/s/ Madsen & Associates, CPA's Inc.
-----------------------------------

                                      -3-
<PAGE>




           LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
                          ( Development Stage Company )
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2006

--------------------------------------------------------------------------------


ASSETS
CURRENT ASSETS

   Cash
                                                              $    10,897

         Total Current Assets                                      10,897
                                                              -----------

OFFICE EQUIPMENT - net of accumulated depreciation                  1,031
                                                              -----------

                                                              $    11,928


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

      Accounts payable                                        $     5,000
      Accounts payable - related party                              5,797
                                                              -----------

         Total Current Liabilities                                 10,797
                                                              -----------

STOCKHOLDERS' EQUITY

    Common stock
         25,000,000 shares authorized  at $0.001 par value;
         2,583,750 shares issued and outstanding                    2,584
     Capital in excess of par value                               135,111
    Accumulated deficit during development stage                 (136,564)
                                                              -----------
          Total Stockholders' Equity                                1,131
                                                              -----------

                                                              $    11,928



    The accompanying notes are an integral part of these financial statements

                                      -4-
<PAGE>



           LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
                          ( Development Stage Company )
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 For the Years Ended December 31, 2006 and 2005
             and the Period April 22, 1997 (date of inception of LIL
                  Marc, INC. (predecessor) to December 31, 2006

--------------------------------------------------------------------------------


                                     Dec 31,         Dec 31,    Apr 22, 1997
                                      2006            2005     to Dec 31, 2006
                                   -----------    -----------  ---------------


REVENUES                           $     2,984    $     1,515    $    17,718
                                   -----------    -----------    -----------

EXPENSES

   Administrative                       18,157         12,624        125,265
   Royalties                                16             21             81
   Depreciation and amortization           632          1,562         28,936
                                   -----------    -----------    -----------
                                        18,805         14,207        154,282
                                   -----------    -----------    -----------

NET LOSS                           $   (15,821)   $   (12,692)   $  (136,564)
                                   ===========    ===========    ===========







NET LOSS PER COMMON SHARE

   Basic and diluted               $      --      $      --
                                   -----------    -----------



AVERAGE OUTSTANDING SHARES

    Basic (stated in 1000's)             2,584          2,584
                                   -----------




    The accompanying notes are an integral part of these financial statements

                                      -5-
<PAGE>

<TABLE>
<CAPTION>

                     LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
                                    ( Development Stage Company )
                                STATEMENT OF CHANGES IN STOCKHOLDERS'
                          EQUITY For the Period December 30, 1999 (date of
                                   inception) to December 31, 2006

----------------------------------------------------------------------------------------------------



                                                 Common Stock            Capital in
                                           --------------------------     Excess of     Accumulated
                                              Shares          Amount      Par Value       Deficit
                                           -----------    -----------    -----------    -----------
<S>                                        <C>           <C>           <C>            <C>
Balance December 30,  1999 (predecessor)          --     $      --     $    51,977    $   (51,977)

Issuance of common shares for cash and a
    patent at $.0129 - December 30, 1999     1,000,000         1,000        11,963           --
Net operating loss for the year ended
   December 31, 2000                              --            --            --           (8,867)
Issuance of common shares for cash
 at $.025 - June 27, 2001                      800,000           800        19,200           --
Issuance of common shares for cash
   at $.025 - August 31, 2001                   20,000            20           480           --
Stock offering costs                              --            --            (375)          --
Capital contribution - related party              --            --             100           --
Net operating loss for the year
    ended December 31, 2001                       --            --            --          (13,537)
Stock offering costs                              --            --          (2,500)          --
Net operating loss for the year
   ended December 31, 2002                        --            --            --          (13,858)
Issuance of common shares for cash
   at $.08 - February 20, 2003                 763,750           764        60,336           --
Stock offering costs                              --            --          (6,070)          --
Net operating loss for year
   ended December 31, 2003                        --            --            --          (18,081)

Net operating loss for the year
   ended  December 31, 2004                       --            --            --           (1,731)
                                           -----------    -----------    -----------    -----------

Balance December 31, 2004                    2,583,750         2,584       135,111       (108,051)

Net operating loss for the year
   ended December 31, 2005                        --            --            --          (12,692)


Balance December 31, 2005                    2,583,750         2,584       135,111       (120,743)

Net operating loss for the year
   ended December 31, 2006                        --            --            --          (15,821)


Balance December 31, 2006                    2,583,750    $    2,584   $   135,111    $  (136,564)
                                           ===========    ===========    ===========    ===========


               The accompanying  notes are an integral part of these financial statements.
</TABLE>

                                              -6-
<PAGE>


<TABLE>
<CAPTION>

                 LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
                                ( Development Stage Company )
                            CONSOLIDATED STATEMENT OF CASH FLOWS
                For the Years Ended December 31, 2006 and 2005 and the Period
       April 22, 1997 (date of inception of LIL Marc, Inc. (predecessor) to December 31, 2006

--------------------------------------------------------------------------------------------------------
                                                               Dec 31,         Dec 31,   Apr 22, 1997 to
                                                                2006            2005       Dec 31, 2006
                                                             -----------    -----------    -----------


CASH FLOWS FROM
   OPERATING ACTIVITIES
<S>                                                          <C>            <C>            <C>
   Net loss                                                  $   (15,821)   $   (12,692)   $  (136,564)

   Adjustments to reconcile net loss to
       net cash provided by operating
       activities

          Issuance of common stock for expenses                     --             --            8,700
          Depreciation and amortization                              632          1,562         28,786
          Changes in accounts payable                              4,750           (200)         6,409
          Contributions to capital - expenses                       --             --              100


          Net Cash Flows Used in Operations                      (10,439)       (11,330)       (92,569)
                                                             -----------    -----------    -----------

CASH FLOWS FROM INVESTING
   ACTIVITIES

      Purchase of patent                                            --             --          (28,650)
      Purchase office equipment                                     (194)          (503)        (2,096)
                                                             -----------    -----------    -----------

CASH FLOWS FROM FINANCING
   ACTIVITIES

       Proceeds from issuance of common stock net of costs          --             --          134,212
                                                             -----------    -----------    -----------


   Net Change  in Cash                                           (10,633)       (11,833)        10,897
    Cash at Beginning of Period                                   21,530         33,363           --
                                                             -----------    -----------    -----------

   Cash at End of Period                                     $    10,897    $    21,530    $    10,897
                                                             ===========    ===========    ===========



NON CASH  FLOWS  FROM OPERATING AND INVESTING ACTIVITIES

        Issuance of  922,900 common shares for a patent - 2000                             $   11,963
                                                                                           ----------
        Contributions to capital - expenses - 2001                                                100
                                                                                           ----------



               The accompanying  notes are an integral part of these financial statements.
</TABLE>

                                             -7-
<PAGE>



           LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
                          ( Development Stage Company )
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006

--------------------------------------------------------------------------------

1.     ORGANIZATION

The Company was  incorporated  under the laws of the state of Nevada on December
30, 1999 with authorized  common stock of 25,000,000  shares with a par value of
$.001.

The principal  business activity of the Company is to manufacture and market the
"LiL Marc" urinal used in the training of young boys.

During  January 2005 the Company  organized  "LiL Marc,  Inc.",  in the state of
Utah, and  transferred all its assets,  liabilities,  and operations to LiL Marc
Inc. in exchange  for all of the  outstanding  stock of LiL Marc,  Inc.  for the
purpose of continuing the operations in the subsidiary.

"LiL Marc, Inc."  (predecessor) was incorporated  under the laws of the state of
Nevada on April 22,  1997 for the  purpose  of  marketing  and sales of the "Lil
Marc"  training  urinal for use by young boys.  The marketing and sales activity
was transferred to LILM, Inc. on December 30, 1999.

Included in the following  financial  statements  are the combined  statement of
operations  of LIL Marc,  Inc.  (predecessor)  for the period  April 22, 1997 to
December 30, 1999 and LILM,  Inc., and its  subsidiary,  for the period December
30, 1999 to December 31, 2006.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is recorded,  when it is more likely than not, that such tax
benefits will not be realized.

On December  31,  2006,  the  Company had a net  operating  loss  available  for
carryforward of $84,587.  The income tax benefit of  approximately  $25,000 from
the carryforward has been fully offset by a valuation reserve because the use of
the future tax  benefit is  doubtful  since the  Company  has not  started  full
operations. The net operating loss will expire starting in 2021 through 2027.


                                      -8-
<PAGE>




           LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
                          ( Development Stage Company )
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 2006

--------------------------------------------------------------------------------


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue Recognition
-------------------

Revenue  is  recognized  upon the  completion  of the sale and  shipment  of the
training urinal products.

Advertising and Market Development
----------------------------------

The company expenses advertising and market development costs as incurred.

Financial Instruments
---------------------

The  carrying  amounts of  financial  instruments,  including  cash and accounts
payable,  are considered by management to be their  estimated fair values due to
their short term maturities.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then only the basic per share amounts are shown in the report.

Financial and Concentrations Risk
---------------------------------

The Company does not have any concentration or related financial credit risk.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting principles generally accepted in the United States of
America.  Those  estimates and  assumptions  affect the reported  amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.

Principles of Consolidation
---------------------------

The accompanying  consolidated  financial statements include the accounts of the
Company and its subsidiary  from its  inception.  All  significant  intercompany
accounts and balances have been eliminated in consolidation.

                                      -9-
<PAGE>


           LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
                          ( Development Stage Company )
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 2006

--------------------------------------------------------------------------------

Office Equipment
----------------

Office  equipment  consists of computers and is depreciated  over three years on
the straight method.

Recent Accounting Pronouncements
--------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.    PATENT

The Company acquired a patent, from a related party, for the "LiL Marc" training
urinal and was recorded at the predecessor cost, less  amortization.  The patent
was issued on July 16, 1991 and has been fully amortized.

The terms of the  acquisition  of the patent  includes a royalty of $.25, due to
the inventor, on the sale of each training urinal.

4.    SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer-directors  have  acquired  73% of the  outstanding  common  stock of the
Company and have made demand, no interest, loans to the Company of $5,797.

5.    PRIOR REPORTS REVISED AND RESTATED

The Company's financial  statements for the year ended December 31, 2005 and the
quarters ended June 30, 2006 and September 30, 2006 were revised and restated to
include the  historical  operating  loss of the  Company's  predecessor  for the
period  April 22, 1997 to December  30, 1999 in the amount of $51,977.  (note 1)
Following are the before and after account balances as restated:

                                         Dec 31,       Jun 30,      Sept 30,
                                          2005          2006          2006
                                       ---------     ---------     ---------
Capital in excess of par value
   Before                                 83,134        83,134        83,134
   After                                 135,111       135,111       135,111
Deficit
   Before                                (68,766)      (74,592)      (77,595)
   After                                (120,743)     (126,569)     (129,572)
Net  loss - inception to period end
   Before                                (68,766)      (74,592)      (77,595)
   After                                (120,743)     (126,569)     (129,572)



                                      -10-
<PAGE>

<PAGE>



Item 13.    Exhibits

   (a)       Exhibits

Exhibit No.                                          Exhibit Name
-----------                                          ------------
       3.1*        Articles of Incorporation (Nevada)
       3.2*        By-Laws of Registrant
       4.1*        Instrument  defining  rights of holders (See Exhibit No. 3.1,
                   Articles of Incorporation)
     10.1**        Promissory Note
     21.1*         Subsidiaries
     31.1          Certification  of  C.E.O.  Pursuant  to  Section  302  of the
                   Sarbanes-Oxley Act of 2002.
     31.2          Certification  of Principal  Accounting  Officer  Pursuant to
                   Section 302 of the Sarbanes-Oxley Act of 2002.
     32.1          Certification of C.E.O.  Pursuant to 18 U.S.C.  Section 1350,
                   as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act
                   of 2002.
     32.2          Certification of Principal  Accounting Officer Pursuant to 18
                   U.S.C.  Section 1350,  as Adopted  Pursuant to Section 906 of
                   the Sarbanes-Oxley Act of 2002.

----------------
      *  Included as exhibit to Form 10-SB filed March 30, 2006.
     **  Included as Exhibit to Amendment No. 1 to Form 10-SB/A filed August 22,
         2006


                                      -11-

<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.

                                       LILM, Inc.



                                       By:     /S/   GEORGE I. NORMAN, III
                                          --------------------------------------
                                               George I. Norman, III
                                               President and C.E.O.

Dated:   June 25, 2007

     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.
<TABLE>
<CAPTION>

           Signature                                    Title                           Date
           ---------                                    -----                           ----

<S>                                          <C>                                     <C>
/S/    GEORGE I. NORMAN, III                 President, C.E.O. and director          June 25, 2007
---------------------------------------      (Principal Accounting Officer)
         George I. Norman, III




/S/    LAURIE J. NORMAN                      Secretary / Treasurer and Director       June 25, 2007
---------------------------------------
         Laurie J. Norman




/S/    JESSIE SCOTT BEAN                        Director                              June 25, 2007
---------------------------------------
         Jessie Scott Bean
</TABLE>

                                                       -12-