UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





(Mark One)





[X]                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934





For the Quarter Ended March 31, 2012





[   ]                 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 registrant as specified in its charter)





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





1390 South 1100 East # 204, Salt Lake City, Utah 84105-2463


(Address of principal executive offices)





(801) 322-0253


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant (1) has 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 XNo ____





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company





Large accelerated filer
[   ]
Accelerated filer
[   ]Non-accelerated filer
[   ]
Smaller reporting company
[X]


(Do not check if a smaller reporting company)





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





Indicate 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 May 15, 2012Common Stock, $0.001 par value
2,633,750










TABLE OF CONTENTS








Heading

PagePART  I    —   FINANCIAL INFORMATIONItem 1.
Financial Statements
3Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
11Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14Item 4(T).
Controls and Procedures
14PART II   —   OTHER INFORMATIONItem 1.
Legal Proceedings
15Item 1A.
Risk Factors
15Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
15Item 3.
Defaults Upon Senior Securities
15Item 4.
Mine Safety Disclosures
15Item 5.
Other Information
15Item 6.
Exhibits
15Signatures
17




2


PART  I   —   FINANCIAL INFORMATION





Item 1.                      Financial Statements





The accompanying unaudited balance sheet of LILM, Inc. and Subsidiary and LiL Marc, Inc. (predecessor) (development stage company) as of March 31, 2012 and audited balance sheet at December 31, 2011, related unaudited statements of operations and cash flows for the three months ended March 31, 2012 and 2011 and the period April 22, 1997 (date of inception of predecessor) to March 31, 2012, 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 March 31, 2012, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2012 or any other subsequent period.











LILM, INC.


(A Development Stage Company)





FINANCIAL STATEMENTS





March 31, 2012 and December 31, 2011


3










(Unaudited)Mar 31,


Dec 31,2012


2011AssetsCurrent AssetsCash


$
598


$
-Deposits



-



-Inventory


$
1,889


$
2,454Total Current Assets

$
2,487


$
2,454Equipment-Production Mold, Net

$
1,275


$
1,360Total Assets

$
3,762


$
3,814Liabilities & Stockholders' DeficiencyCurrent LiabilitiesAccounts Payable and Accrued Expenses

$
25,376


$
20,874Notes Payable- Related Party


47,116



46,153Total Current Liabilities

$
72,492


$
67,027Stockholders' DeficiencyCommon Stock25,000,000 shares authorized at $0.001 par value;2,633,750 shares issued and outstanding

$
2,634


$
2,634Capital in excess of par value


147,561



147,561Accumulated deficit during development stage


(218,925
)


(213,408
)Total Stockholders' Deficiency

$
(68,730
)

$
(63,213
)Total Liabilities and Stockholders' Deficiency

$
3,762


$
3,814







4




LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)(Development Stage Company)CONSOLIDATED STATEMENT OF OPERATIONSFor the Three Months Ended March 31, 2012 and 2011 and the PeriodApril 22, 1997 (date of inception of LIL MARC, INC. (predecessor)) to March 31, 2012(UNAUDITED)Mar 31,


Mar 31,


Apr. 22, 19972012


2011


to Mar. 31, 2012Sales


$
4,804


$
6,061


$
54,395Cost of Goods Sold

$
(570
)

$
(848
)

$
(3,096
)Gross Profit

$
4,234


$
5,213


$
51,299ExpensesGeneral and administrative

$
9,149


$
7,758


$
240,144Royalties


58



76



546Depreciation and amortization


85


$
85



29,075$
9,292


$
7,919


$
269,765Other (Income) Expense:Interest expense


459



-



459Net Loss


$
(5,517
)

$
(2,706
)

$
(218,925
)Net Loss Per Common ShareBasic and dilluted

$
(0.00
)

$
(0.00
)Weighted Average Outstanding SharesBasic and diluted (stated in 1000's)


2,634



2,634







5


LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)(Development Stage Company)CONSOLIDATED STATEMENT OF CASH FLOWSFor the Three Months Ended March 31, 2012 and 2011 and the PeriodApril 22, 1997 (date of inception of LIL MARC, INC. (predecessor)) to March 31, 2012(UNAUDITED)Mar. 31,


Mar. 31,


Apr. 22, 1997 to2012


2011


Mar. 31, 2012Cash Flows FromOperating ActivitiesNet Loss

$
(5,517
)

$
(2,706
)

$
(218,925
)Adjustments to reconcile net loss to net cash provided by operating activitiesContributions to capital- expenses










100Issuance of common stock for expenses


-



-



8,700Depreciation and amortization


85



85



29,075Changes in operating assets and liabilities:Inventory


565



963



(1,889
)Accounts payable


4,502



(2,807
)


22,155Net Cash Flows (Used in) Operations


(365
)


(6,391
)


(160,784
)Cash Flows From Investing ActivitiesPurchase of patent


-



-



(28,650
)Purchase of Equipment


-



-



(1,700
)Purchase office equipment


-



-



(2,096
)Net Cash Flows (Used in) Investing Activities


-



-



(32,446
)Cash Flows From Financing ActivitiesNotes Payable from related party


1,000



10,617



62,488Payments to related party


(37
)


(3,690
)


(15,372
)Proceeds from issuance of common stock


-



-



146,712Net Cash Flows provided by Financing Activities



6,927



193,828Net Change in Cash


598



536



598Cash at Beginning of Period


-



-



-Cash at End of Period

$
598


$
536


$
598SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIESIssuance of 922,900 common shares for a patent- 2000






$
11,963Contributions to capital- expenses- 2001









$
100







6


LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
 (Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2012
 (UNAUDITED)
 
 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 statements 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 March 31, 2012.
 
 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Accounting Method
 
 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 March 31, 2012, the Company had a net operating loss available for carryforward of $163,494. The income tax benefit of approximately $49,000 from the carryforward has been fully offset by a valuation allowance as we have determined the ability to use the future tax benefit is doubtful.  The net operating loss will expire starting in 2017.
  7
  LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
 (Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 March 31, 2012
 (UNAUDITED)
  
 
 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 incomes (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 the basic and diluted per share amounts are the same.
 
 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.
  8
 
 LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
 (Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 March 31, 2012
 (UNAUDITED)
 
 
 
 Recent Accounting Pronouncements
 
 The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.
  3.    INVENTORY
 
 The product is a stand alone product made of plastic consisting of a urinal produced  in California  using a blow  mold and a stand and base produced  in China with an injection mold.  All inventory is shipped to Salt Lake City, Utah, and stored in a small warehouse.  The product is sold via the internet, is assembled at time of shipping by the Company, and is delivered to customers or to wholesale resellers using a ground courier service.  During December 2010, the Company paid a deposit of $2,990 to a China consortium for parts to be used in its training urinal product. 200 samples were delivered to the Company in January
2011 and sold to customers.  Another 2,100 were delivered to the company in February 2011 and are currently being sold to customers. Inventory is reported at the lower of cost or net realizable value.
  4.  EQUIPMENT –PRODUCTION MOLD
  On August 2, 2010, the Company purchased an injection mold from a China consortium for $1,700 to produce the base and stand for the LiL Marc training urinal.  The Company has determined the mold went into service on or about January 1, 2011 and is being depreciated over a 5 year period. Depreciation expense for the 3 months ended March 31, 2012 and 2011 was $85, for each period.
 
 5.  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.
   9
  
 LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)
 (Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 March 31, 2012
 (UNAUDITED)
 
 
 
 6.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
 
 The Chief Executive Officer (CEO) and two Directors have acquired 72% of the outstanding common stock of the Company. During the three months ended March 31, 2012, the Company received loans from the CEO and Directors in the amount of $1,000 and repaid prior loans of $37. From inception (April 22, 1997) to March, 31, 2012, net loans from the CEO and Directors are $47,116, which are payable on demand.
 
 As of January 1, 2012, the Company’s Board of Directors approved a modification of the terms of these loans to include an annual, simple interest rate of 4%. Related interest expense for the three months ended March 31, 2012 was $459.
 
 7.  PRIVATE PLACEMENT
 
 On September 17, 2009 the Company commenced a private placement offering of 2,200,000 of its common shares $.001 par value at a price of $0.25 per share.  On November 3, 2009 the Company sold 20,000 shares of that offering. On April 6, 2010 the Company sold 20,000 shares of that offering.  On June 29, 2010 the Company sold 10,000 shares of that offering.
 
 8. GOING CONCERN
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern.
  Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through short term loans from an officer-director, and additional equity investment, which will enable the Company to continue operations for the coming year.


10


Item 2.                  Management's Discussion and Analysis of Financial Condition and Results of Operations





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





We are a development stage company with limited cash assets, operations and revenue. Ongoing operating expense, including the costs associated with the preparation and filing with the SEC of our periodic reports, have been paid for by the net proceeds from our initial stock offering in 2002, a private placement of securities and from advances from a stockholder.  A total of $47,116 has been advanced by Alewine Limited Liability Company, a 72% stockholder that is managed by our President, George I. Norman, III.  The debt is evidenced by promissory notes that are payable upon demand.





It is anticipated that we will require approximately $20,000 over the next 12 months to fund operations and to maintain corporate viability.  If we are unable to generate sufficient revenues, we may have to rely on funds from credit lines, directors and/or stockholders in the future. There can be no assurance at this time that any potential sources of funds will be available.  We also do not have any further commitments from a director or stockholder to provide any additional funding.  If we are unable to obtain necessary additional working capital, there is substantial doubt about our ability to continue as a going
concern.





Results of Operations





During the first quarter ended March 31, 2012, we realized revenues of $4,804 compared with $6,061 for the first quarter ended March 31, 2011.  Revenues for the 2012 period were the result of Internet retail and wholesale orders, which decreased 21% ($1,257) for the first quarter.  Revenues for the 2011 period were from Internet retail and wholesale orders. The 2012 first quarter decrease was due to a 20% decrease ($454) in retail orders and a 21% decrease ($802) in wholesale orders.  Our cost of goods sold for the first quarter of 2012 were 12% ($570) of our total sales and were a 33% decrease ($278) compared to the
corresponding period in the first quarter of 2011.





Total expenses were $9,751 for the first quarter of 2012 compared to $7,919 for the first quarter of 2011.  Expenses during the first quarter of 2012 were primarily for general and administrative expenses, which increased 18% ($1,391) for the first quarter.  The first quarter increase in general and administrative expense was primarily attributed to a 5% increase ($251) in general operating expenses, an 8% increase ($300) in professional fees and a 138% increase ($690) in filing fees.





The net loss for the first quarter of 2012 was $5,517 compared with a net loss of $2,706 for the first quarter of 2011, an increase in the net loss of $2,811 for the 2012 period.  The first quarter increase in net loss is due to an increase in total expenses of $1,832, and a decrease of $1,257 in sales for the first quarter period partially offset by


a decrease in cost of goods sold of $278.





Liquidity and Capital Resources





At March 31, 2012, we had current assets consisting of $598 in cash, $1,889 in inventory and other assets of $1,275 in equipment (net of depreciation). At December 31, 2011, we had current assets consisting of $2,454 in inventory, and other assets of $1,360 in equipment. Total liabilities at March 31, 2012 and December 31, 2011 were $72,492 and $67,027 respectively.  Total liabilities at March 31, 2012 consisted of $12,500 for legal fees, $3,875 for accounting fees, $1,190 for filing fees, $7,200 for office rent and storage, accrued interest of $459, royalties due of $167 offset by a $15 credit for miscellaneous expenses,
and demand notes in the amount of $47,116 issued to a private limited liability company owned by two directors George Norman and Laurie Norman. The notes are payable upon demand and bears a 4% interest rate beginning on January 1, 2012.


11


Because we currently have only limited revenues and cash reserves, we anticipate that we may have to rely on our directors and stockholders to pay expenses until such time as we realize adequate revenues from the production and sales of our baby product.  There is no assurance that we will be able to generate adequate revenues in the immediate future to satisfy its cash needs.  At March 31, 2012, we had cash on hand of $ 598, negative working capital of $70,005, and total stockholders’ deficiency of $68,730.  At December 31, 2011, we had cash on hand of $0, negative working capital of $64,573 and total
stockholders’ deficiency of $63,213.





Plan of Operation





During the next 12 months, we plan to focus on improving our website found at www.LiLMarc.com and www.Boyspottytraining.com.  Anticipated improvements include simplifying the ordering process, improving the appearance and layout of the website, and making changes to the website that would increase impulse purchases.  We will also continue to focus on improving relationships with resellers that sell our product on their websites and on engaging new website hosts for the product.  Management anticipates that this can be
accomplished through individual calls and e-mails to the website hosts. Because we lack immediate requisite funds, it may be necessary to rely on advances from directors and/or stockholders, although we have no firm commitment from anyone to advance future funds.  Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible.  Further, directors will defer any compensation until such time as business warrants the payment of such.





On September 17, 2009 we commenced a private placement offering to sell 2,200,000 of its common shares at a price of $0.25 per share for a term of six months. At that time the Board had the discretion and extended the private placement until December 31, 2010.     A total of 50,000 shares were sold during 2009 and 2010 for total proceeds of $12,500. We are exploring other options to raise additional capital. There can be no assurance that any additional shares will be sold in another private placement.In addition,if we are unable to generate
sufficient revenues, we may have to rely on funds from credit lines, directors and/or stockholders in the future.  The purpose of any additional funding is to provide the company with more marketing and operating capital.





The LiL Marc has had a consistent market on the Internet with very little additional advertising. Many customers are referred by earlier customers or they are repeat purchasers.  Often when a purchase is made from a new section of the country, it is usually followed by multiple orders from the same geographic area. The product has had success as a gift item for grandchildren, birthdays and baby showers.  While there are other products in the market place, we believe the LiL Marc is unique in that it is completely a stand alone product that does not require a water source, making it very portable.  The LiL Marc has a simple functional design that caregiver and son can
all relate to and it fits into any bathroom setting.  Often the young boy using it considers it his own. Due to the LiL Marc’s uniqueness and potential market of approximately 2,000,000 newborn males every year in the US, we believe there will continue to be a market and a captive audience because every parent wants their child to be successful at potty training.





Our current marketing strategy has been to produce a product that is available to the public through our web sites at www.LiLMarc.com or www.BoysPottyTraining.com, or through our wholesale resellers.   Although our web sites place well in the search engines, we have not done any additional advertising. We continue to review and consider options on improving our websites. Recent improvements include simplifying the ordering process, improving the appearance and layout of the website and making changes to the website that might increase impulse
purchases.  We continue to focus on improving our relationships with resellers that sell the LiL Marc on their websites and on engaging new website hosts for the product.





Management continues to review its production of either additional stands or urinals. Our manufacturing is presently at two different locations by two different processes and using two different types of molds. We would like to organize all of our manufacturing at one location using the same process.  This would involve making a new blow mold for the LiL Marc’s base and stand to match up with the blow mold used to make the urinal.  Our plan would be to use Blow Molder Products in Glen Avon, CA, the current manufacturer of the LiL Marc urinal.





Our ancillary operations are currently housed in our corporate office with some light storage and a separate storage for inventory at another location


12





If we cannot generate or secure adequate funds during the next 12 months, we may be forced to seek alternatives such a joint venture or licensing our product.  If we are unsuccessful in securing alternative sources of revenue, we may have to cease operations or sell off existing inventory at liquidating prices.





After paying certain costs and expenses related to ongoing administrative costs and the associated professional fees, including any residual or ongoing cost of preparing and filing our registration statement, management estimates that it will have sufficient funds to operate for the next six to twelve months.  If business revenues do not provide enough funds to continue operations, it may be necessary for us to seek additional financing.  This would most likely come from current directors, although the directors are under no obligation to provide additional funding and there is no assurance outside funding will be available on acceptable terms, or at all.





Because we rely on others for production of our product, we do not expect to make any significant capital expenditures for new equipment or other assets during 2012.  In addition, on August 2, 2010 we purchased an injection mold from a China consortium for $510 to produce the base and stand for the LiL Marc training urinal.  The Company made another payment of $1,190 in December of 2010 to put the mold into production using a facility in China.   The mold came into use beginning in January of 2011.  The Company is still evaluating the future use of this mold.  If additional equipment does become necessary, we believe that we may have to seek
outside financing to acquire the equipment or assets.





Currently, we have two main employees.  Our President devotes approximately 20 hours per week to our business and our Secretary assists on an as-needed basis.  We also sometimes schedule additional part-time laborers for packaging and shipping.  Management believes that these employees will be adequate for the foreseeable future, or until our production reaches a level to justify additional employees.  Further, we believe that in the event increased business necessitates additional employees, we will be able to pay the added expenses of these employees from increased revenues.





We estimate that we will need a minimum monthly expenditure of approximately $1,000 for office costs.  This monthly cost will consist of office phone and fax (approximately $175 per month), 800 number (base of $5 plus per call charge of $0.15 per minute), office rent ($200 per month), storage rent ($130 per month), and part time help for packaging (estimated to be from $80 to $120 per month).  Additionally, there is a monthly Internet commerce cost of $100 and other varying miscellaneous expenses.





At the beginning of 2011 we had 2,300 new stand and bases made by a Chinese subcontractor, Shuangwei Traffic Facilities Co. Ltd. at a total cost of $4,266.   During the next twelve months, management may seek an estimate from Shuangwei to produce a matching urinal for the stand and bases.  Management does not have an estimate of those costs.





Depending on continuing sales, we may need to order an additional 5,000 complete urinals, stands and bases at our current estimated cost of $6.22 each for a total cost of $31,150.  This option would involve using our subcontractor in China for the stands and bases and our manufacturer in southern California for the urinals.  This production cost will be funded from product sales or through a loan from a director(s).





Management believes that funds for the cost of operations for the next 12 months will come from current working capital, revenue generated from product sales, and possibly loans or advances from officers and directors, although no officer or director has made any such commitment.  In the event we are unable to generate or secure adequate funds to achieve the milestones set forth above, management will explore various alternatives in order to attain our goals.  This may involve seeking a joint venture with another baby product company or marketing company to manufacture and market the LiL Marc training urinal.  We may also consider licensing our product to another baby
product or marketing company in exchange for a royalty.  Presently, we have no firm plan or commitment to pursue any alternative.





If we find it necessary to pursue one or more alternatives, it would most likely reduce future revenues from our own product sales and such revenues may not be enough to meet all of our obligations.  Also, if no viable alternative is available, we may have to cease operations temporarily or sell off existing inventory at liquidating prices.  There can be no assurance that we will be able to generate or secure adequate funds to accomplish our objectives during the next twelve months, nor is there any assurance that alternative pursuits will be successful in generating the necessary funds needed to
continue operations.


13




Inflation





In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.  Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.





Off-balance Sheet Arrangements





We have no off-balance sheet arrangements.





Forward-Looking and Cautionary Statements





This report includes "forward-looking statements" that may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters. When used in this report, the words "may,” "will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend” and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business
strategy, operating results, and financial position. We caution readers that a variety of factors could cause its actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:





●
the ability to maintain current business and, if feasible, expand the marketing of products;





●
the ability to attract and retain new individual and retail customers;





●
the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;





●
uncertainties involved in the rate of growth of business and acceptance of the Company’s product and;





●
anticipated size or trends of the market segments in which we compete and the anticipated competition in those markets;





●
future capital requirements and our ability to satisfy its needs;





●      general economic conditions.





Although management believes the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from those included within the forward-looking statements as a result of various factors.  Cautionary statements in the risk factors section and elsewhere in this registration statement identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made herein.





Item 3.                  Quantitative and Qualitative Disclosures About Market Risk.





This item is not required for a smaller reporting company.





Item 4(T).            Controls and Procedures.





Evaluation of Disclosure Controls and Procedures.  Disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Disclosure and control procedures are also designed to ensure that such information is accumulated
and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.


14





As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and
procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives.  Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment.  Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of March 31, 2012, our disclosure controls and procedures were effective.





Changes in Internal Control Over Financial Reporting.  Management has evaluated whether any change in our internal control over financial reporting occurred during the first quarter of fiscal 2012. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the first quarter of fiscal 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.








PART  II   —   OTHER INFORMATION





Item 1.                  Legal Proceedings





There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.





Item 1A.               Risk Factors





This item is not required for a smaller reporting company.





Item 2.                  Unregistered Sales of Equity Securities and Use of Proceeds





This Item is not applicable.








Item 3.                  Defaults Upon Senior Securities





This Item is not applicable.





Item 4.                  Mine Safety Disclosures





This Item is not applicable.





Item 5.                  Other Information





This Item is not applicable.





Item 6.                  Exhibits


15




Exhibit 31.1
Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Exhibit 32.1
Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Exhibit 10.1
*Interactive Data File




*      In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.


16


SIGNATURES








Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





LILM, INC.Date: May 21, 2012
By:/S/   George I. Norman, IIIGeorge I. Norman, IIIPresident, C.E.O. and Director(Principal Accounting Officer)