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

                                  FORM 10-QSB/A
                                [Amendment No. 2]

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

                       For the Quarter Ended June 30, 2006

                                       or

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

                       For the transition period from to

                        Commission File Number 000-51872

                                   LILM, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified 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)

                                 (801) 322-0253 (Issuer's telephone number)

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

           Class                                 Outstanding as of June 8, 2007
-----------------------------                    ------------------------------
Common Stock, $.001 par value                               2,583,750

Transitional Small Business Disclosure Format (Check one):  Yes [ ]    No [X]

                                       -1-

<PAGE>



                                     PART I

Explanatory Statement

         This  Amendment  No. 2 to the LILM,  Inc. Form 10-QSB for the quarterly
period  ended  June  30,  2006 is  being  filed to  include  restated  financial
statements for the period covered.

Item 1.           Financial Statements

         The  accompanying  unaudited  restated balance sheets of LILM, Inc. and
Subsidiary and LiL Marc, Inc.  (predecessor)  (development  stage company) as of
June 30, 2006 and December 31, 2005, related unaudited  statements of income and
cash  flows for the three and six months  ended  June 30,  2006 and 2005 and the
period April 22, 1997 (date of inception of  predecessor) to June 30, 2006, have
been prepared by management in conformity with United States generally  accepted
accounting principles. In the opinion of management,  all adjustments considered
necessary for a fair  presentation  of the results of  operations  and financial
position have been included and all such  adjustments are of a normal  recurring
nature.  Operating  results  for  the  period  ended  June  30,  2006,  are  not
necessarily  indicative  of the results that can be expected for the fiscal year
ending December 31, 2006 or any other subsequent period.





                                   LILM, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       June 30, 2006 and December 31, 2005


                                       -2-

<PAGE>

<TABLE>
<CAPTION>

                 LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                               ( Development Stage Company )
                                CONSOLIDATED BALANCE SHEETS
                            June 30, 2006 and December 31, 2005
                                         RESTATED

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


                                                                Jun 30         Dec 31,
                                                                 2006           2005
                                                              -----------    -----------

ASSETS
CURRENT ASSETS
<S>                                                           <C>            <C>
   Cash                                                       $    15,576    $    21,530
                                                              -----------    -----------

         Total Current Assets                                      15,576         21,530
                                                              -----------    -----------

OFFICE EQUIPMENT - net of accumulated depreciation                  1,347          1,469
                                                              -----------    -----------

                                                              $    16,923    $    22,999
                                                              ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

     Accounts payable                                         $      --      $       250
    Accounts payable - related party                                5,797          5,797
                                                              -----------    -----------

         Total Current Liabilities                                  5,797          6,047
                                                              -----------    -----------

STOCKHOLDERS' EQUITY

    Common stock
         25,000,000 shares authorized  at $0.001 par value;
         2,583,750 shares issued and outstanding                    2,584          2,584
     Capital in excess of par value - RESTATED                    135,111        135,111
    Accumulated deficit during development stage-RESTATED        (126,569)      (120,743)
                                                              -----------    -----------
          Total Stockholders' Equity                               11,126         16,952
                                                              -----------    -----------

                                                              $    16,923    $    22,999
                                                              ===========    ===========


        The accompanying notes are an integral part of these financial statements.
</TABLE>
                                      -3-
<PAGE>

<TABLE>
<CAPTION>


                          LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                                        ( Development Stage Company )
                                    CONSOLIDATED STATEMENT OF OPERATIONS
                              For the Three and Six Months Ended June 30, 2006
                               and 2005 and the Period April 22, 1997 (date of
                                 inception of predecessor) to June 30, 2006

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


                                                                                                RESTATED
                                           Three Months                  Six Months
                                   --------------------------    --------------------------  ---------------
                                      Jun 30,        Jun 30,       Jun 30,        Jun  30,    Apr 22, 1997
                                       2006           2005          2006            2005     to Jun 30, 2006
                                   -----------    -----------    -----------    -----------  ---------------
<S>                                <C>            <C>            <C>            <C>           <C>
REVENUES                           $     1,009    $       394    $     2,244    $       800   $    16,978
                                   -----------    -----------    -----------    -----------   -----------

EXPENSES

   Administrative                        2,664          6,740          7,738          8,855       114,846
   Royalties                              --               16           --               81
   Depreciation and amortization           158            150            316            540        28,620
                                   -----------    -----------    -----------    -----------   -----------
                                         2,822          6,890          8,070          9,395       143,547
                                   -----------    -----------    -----------    -----------   -----------

NET LOSS                           $    (1,813)   $    (6,496)   $    (5,826)    $ ( 8,595)   $  (126,569)
                                   ===========    ===========    ===========    ===========   ===========







NET LOSS PER COMMON SHARE

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



AVERAGE OUTSTANDING SHARES

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



                 The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                 -4-
<PAGE>

<TABLE>
<CAPTION>


                         LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                                       ( Development Stage Company )
                                   CONSOLIDATED STATEMENT OF CASH FLOWS
                          For the Six Months Ended June 30, 2006 and 2005 and the
                 Period April 22, 1997 (date of inception of predecessor) to June 30, 2006

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


                                                                                             RESTATED
                                                               Jun 30,         Jun 30,    Apr 22, 1997 to
                                                                2006            2005       Jun 30, 2006
                                                             -----------    -----------    -----------


CASH FLOWS FROM
   OPERATING ACTIVITIES
<S>                                                          <C>                 <C>       <C>
   Net loss                                                  $    (5,826)        (8,595)   $  (126,569)

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

          Issuance of common stock for expenses                     --             --            8,700
          Depreciation and amortization                              316            540         28,470
          Changes in accounts payable                              1,300            (18)        (4,388)
          Contributions to capital - expenses                       --             --              100


          Net Cash Flows Used in Operations                       (4,210)        (8,073)       (93,687)
                                                             -----------    -----------    -----------

CASH FLOWS FROM INVESTING
   ACTIVITIES

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

CASH FLOWS FROM FINANCING
   ACTIVITIES

       Changes in advances from related parties                   (1,550)          --            5,797
       Proceeds from issuance of common stock net of costs          --             --          134,212
                                                             -----------    -----------    -----------


   Net Change  in Cash                                            (5,954)        (8,073)        15,576
    Cash at Beginning of Period                                   21,530         33,363           --
                                                             -----------    -----------    -----------

   Cash at End of Period                                     $    15,576    $    25,290    $    15,576
                                                             ===========    ===========    ===========




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>
                                             -5-

<PAGE>


            LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                          ( Development Stage Company )
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 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  and  liabilities  to LiL Marc Inc.  in
exchange for all of the  outstanding  stock of LiL Marc, Inc. for the purpose of
continuing the operations of the Company 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 these 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
June 30, 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  June  30,  2006,  the  Company  had  a  net  operating  loss  available  for
carryforward of $74,592.  The income tax benefit of  approximately  $22,400 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 2026.

                                      -6-
<PAGE>

            LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                          ( Development Stage Company )
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                  June 30, 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 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  intercompany  accounts and
balances have been eliminated in the consolidation.

                                      -7-

<PAGE>
            LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                          ( Development Stage Company )
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                  June 30, 2006

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


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

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

Office  equipment  consists of a computer 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. 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)


                                      -8-
<PAGE>
Item 6.       Exhibits and Reports

     (a) Exhibits:

         Exhibit 31.1      Certification  of C.E.O.  Pursuant  to Section 302 of
                           the Sarbanes-Oxley Act of 2002.

         Exhibit 31.2      Certification   of   Principal   Accounting   Officer
                           Pursuant to Section 302 of the  Sarbanes-Oxley Act of
                           2002.

         Exhibit 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.

         Exhibit 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.


                                       -9-

<PAGE>



                                   SIGNATURES


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

                                    LILM, INC.



Date: June 25, 2007                 By:  /S/   GEORGE I. NORMAN, III
                                       -----------------------------------------
                                         George I. Norman, III
                                         President, C.E.O. and Director
                                         (Principal Accounting Officer)


                                      -10-