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

                                   FORM 10-QSB


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

                       For the Quarter Ended June 30, 2007

                                       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                                (I.R.S. Employer
of 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 30, 2007
-----------------------------                    -------------------------------
Common Stock, $.001 par value                               2,583,750

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

                                       -1-

<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

Heading                                                                                                   Page
-------                                                                                                   ----
                          PART I. FINANCIAL INFORMATION
<S>  <C>                                                                                                    <C>
Item 1.      Financial Statements.....................................................................      3

Item 2.      Management's Discussion and Analysis or Plan of Operations...............................     10

Item 3.      Controls and Procedures..................................................................     12


                           PART II. OTHER INFORMATION

Item 1.      Legal Proceedings........................................................................     13

Item 2       Unregistered Sales of Equity Securities and Use of Proceeds..............................     13

Item 3.      Defaults Upon Senior Securities..........................................................     13

Item 4.      Submission of Matters to a Vote of Securities Holders....................................     13

Item 5.      Other Information........................................................................     13

Item 6.      Exhibits.................................................................................     13

             Signatures...............................................................................     14

</TABLE>

                                                           -2-

<PAGE>



                                     PART I

Item 1.       Financial Statements

          The  accompanying   unaudited   balance  sheets  of  LILM,  Inc.,  and
Subsidiary and LiL Marc, Inc.  (predecessor)  (development  stage company) as of
June 30, 2007 and December 31, 2006, related unaudited  statements of income and
cash flows for the six months  ended June 30, 2007 and 2006 and the period April
22, 1997 (date of inception of predecessor) to June 30, 2007, 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,  2007,  are not  necessarily
indicative  of the  results  that can be  expected  for the fiscal  year  ending
December 31, 2007 or any other subsequent period.












                                   LILM, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       June 30, 2007 and December 31, 2006


                                       -3-

<PAGE>


<TABLE>
<CAPTION>

            LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                          ( Development Stage Company )
                           CONSOLIDATED BALANCE SHEETS
                       June 30, 2007 and December 31, 2006

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


                                                                 Jun 30         Dec 31,
                                                                  2007           2006
                                                              -----------    -----------

ASSETS
CURRENT ASSETS
<S>                                                           <C>            <C>
   Cash                                                       $     1,170    $    10,897
                                                              -----------    -----------

         Total Current Assets                                       1,170         10,897
                                                              -----------    -----------

OFFICE EQUIPMENT - net of accumulated depreciation                    683          1,031
                                                              -----------    -----------

                                                              $     1,853    $    11,928
                                                              ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

     Accounts payable                                         $      --      $     5,000
    Accounts payable - related party                                9,697          5,797
                                                              -----------    -----------

         Total Current Liabilities                                  9,697         10,797
                                                              -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)

    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                                135,111        135,111
    Accumulated deficit during development stage                 (145,539)      (136,564)
                                                              -----------    -----------
          Total Stockholders' Equity (deficit)                     (7,844)         1,131
                                                              -----------    -----------

                                                              $     1,853    $    11,928
                                                              ===========    ===========
</TABLE>




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

                                       -4-

<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, 2007
                              and 2006 and the Period April 22, 1997 (date of
                                inception of predecessor) to June 30, 2007

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

                                           Three Months                 Six Months
                                   --------------------------    --------------------------
                                             Jun 30,                      Jun 30,              Apr 22, 1997
                                       2007           2006          2007          2006        to Jun 30, 2007
                                   -----------    -----------    -----------    -----------   ---------------

<S>                                <C>            <C>            <C>            <C>            <C>
REVENUES                           $       558    $     1,009    $     1,034    $     2,244    $    18,752
                                   -----------    -----------    -----------    -----------    -----------

EXPENSES

   Administrative                        4,808          2,664          9,640          7,738        134,905
   Royalties                              --               21             16            102
   Depreciation and amortization           174            158            348            316         29,284
                                   -----------    -----------    -----------    -----------    -----------
                                         4,982          2,822         10,009          8,070        164,291
                                   -----------    -----------    -----------    -----------    -----------

NET LOSS                           $    (4,424)   $    (1,813)   $    (8,975)   $    (5,826)   $  (145,539)
                                   ===========    ===========    ===========    ===========    ===========




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>

                                                   -5-

<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, 2007 and 2006 and the
                Period April 22, 1997 (date of inception of predecessor) to June 30, 2007

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


                                                                            Jun 30,           Apr 22, 1997 to
                                                                    2007            2006       Jun 30, 2007
                                                                 -----------    -----------   ---------------


CASH FLOWS FROM
   OPERATING ACTIVITIES
<S>                                                              <C>                 <C>       <C>
   Net loss                                                      $    (8,975)        (5,826)   $  (145,539)

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

          Issuance of common stock for expenses                         --             --            8,700
          Depreciation and amortization                                  348            316         29,134
          Changes in accounts payable                                 (5,000)         1,300          1,409
          Contributions to capital - expenses                           --             --              100


          Net Cash Flows Used in Operations                          (13,627)        (4,210)      (106,196)
                                                                 -----------    -----------    -----------

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                        3,900         (1,550)         3,900
       Proceeds from issuance of common stock net of costs              --             --          134,212
                                                                 -----------    -----------    -----------


   Net Change  in Cash                                                (9,727)        (5,954)         1,170
    Cash at Beginning of Period                                       10,897         21,530           --
                                                                 -----------    -----------    -----------

   Cash at End of Period                                         $     1,170    $    15,576    $     1,170
                                                                 ===========    ===========    ===========



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>

                                                      -6-

<PAGE>



            LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                          ( Development Stage Company )
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2007

================================================================================


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, 2007.

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,  2007,  the  Company  had  a  net  operating  loss  available  for
carryforward of $93,562.  The income tax benefit of  approximately  $28,000 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 2028.


                                       -7-

<PAGE>



            LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                          ( Development Stage Company )
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                  June 30, 2007

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


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.



                                       -8-

<PAGE>



            LILM, INC. and SUBSIDIARY and LIL MARC INC. (predecessor)
                          ( Development Stage Company )
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                  June 30, 2007

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


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 $9,697.

                                      -9-

<PAGE>



Item 2.       Management's Discussion and Analysis or Plan of Operations

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

     We are a  development  stage  company  with minimal cash assets and limited
operations  and  revenue.  Ongoing  operating  expenses,   including  the  costs
associated  with the preparation  and filing of our  registration  statement and
periodic  reports,  have been paid for by (i) the net proceeds of $55,030 (after
deducting  offering  costs)  from our  stock  offering  in 2002;  and (ii)  from
advances  from a  stockholder.  A total of $9,697 has been  advanced  by Alewine
Limited Liability  Company,  a 73% stockholder that is managed by our President,
George I.  Norman,  III.  The debt is  evidenced  by a  promissory  note that is
payable  upon  demand with a  provision  that an  interest  rate of 10% would be
charged on any outstanding balance not paid when due.

     It is anticipated that we will require  approximately $20,000 over the next
12 months to fund operations and to maintain our 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.  In  March  2005,  our
subsidiary LiL Marc, Inc.,  received  tentative approval for an unsecured credit
line with Wells Fargo Bank in the amount of  $15,000.  The credit line was never
used and was closed. There can be no assurance at this time that the credit line
can be reopened nor do we have any other potential sources of funds available to
it or its  subsidiary at this time. We also do not have any further  commitments
from a director or stockholder to provide any additional funding.

Results of Operations
---------------------

     During the second quarter ended June 30, 2007, we realized revenues of $558
compared  with $1,009 for the second  quarter ended June 30, 2006, a decrease of
45% for the 2007 period.  This decrease in revenues was due to a 30% decrease in
retail orders and a 55% decrease in wholesale orders.

     Total  expenses  were  $4,982 for the second  quarter of 2007  compared  to
$2,822  for the  corresponding  2006  period,  an  increase  of 76% for the 2007
period.   Expenses  during  the  second  quarter  of  2007  were  primarily  for
administrative  expenses,  which  increased 43% ($2,144) for the second quarter.
The second quarter increase in administrative  expenses was primarily attributed
to a 59% increase ($561) in professional  fees and a 1694% increase  ($1,694) in
filing fees associated with filing our Form 10-SB with the SEC. During this same
period,  we had an 8% ($70)  decrease in rent  payments due to the timing of the
payments and the varying  utilities  charges and a 100% ($210)  decrease in part
time labor due to reduction in sales.

     During the six month period ended June 30,  2007,  we realized  revenues of
$1,034  compared with $2,244 for the six month period ended June 30, 2006.  This
was a decrease of 53% for the 2007 period.  Revenues for both six month  periods
were the result of  internet  retail  and  wholesale  orders.  The  decrease  in
revenues during the first six months of 2007 was due to a 51% decrease in retail
orders and a 60% decrease in wholesale orders.

     Total  expenses  were  $10,009 for the six month period ended June 30, 2007
compared to $8,070 for the corresponding 2006 period, an increase of 24% for the
2007  period.  Expenses  during the 2007 six month  period  were  primarily  for
administrative  expenses,  which  increased 19% ($1902),  primarily due to a 15%
increase  ($561) in  professional  fees and a 1819% increase  ($1,819) in filing
fees  associated  with filing our Form 10-SB with the SEC. Also during this same
period,  we had a 4% ($75)  increase in rent  payments  due to the timing of the
payments and varying  utilities  charges and a 100% ($266) decrease in part time
labor due to reduction in sales.

     The net loss for the second quarter of 2007 was $4,424  compared with a net
loss of $1,813 for the first  quarter of 2006,  an increase of 144% for the 2007
period.  The increased net loss during the second quarter of 2007 was due to the
44%  decrease in  revenues,  43%  increase in  administrative  expenses  and 10%
increase in depreciation expenses.

     The net loss for the first six  months of 2007 was $8,975  compared  with a
net loss of $5,826 for the first six months of 2006,  an increase of 54% for the
2007 period. The increased net loss during the first half of 2007 was

                                      -10-

<PAGE>

due to the 53% decrease in revenues,  25% increase in  administrative  expenses,
31% increase in royalty expenses and 10% increase in depreciation expenses.

Liquidity and Capital Resources
-------------------------------

     At June 30, 2007 and December 31, 2006,  we had total assets  consisting of
cash and office equipment of $1,853 and $11,928, respectively. Total liabilities
at June 30, 2007 and  December  31,  2006 were $9,697 and $10,797  respectively.
Total  liabilities at June 30, 2007 consisted of $3,900  advanced to the company
without any terms for repayment by a private limited  liability company owned by
two directors,  George Norman and Laurie Norman, and a demand note in the amount
of $5,797  issued to the same private  limited  liability  company.  The note is
payable  upon  demand and does not bear an  interest  rate.  If a portion of the
principal  is not paid when due then the note will bear an interest  rate of 10%
per annum.

     Because we currently have only minimal  revenues and limited cash reserves,
it anticipates 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
December 31, 2006, we had cash on hand of $10,897,  working  capital of $100 and
total  stockholders'  equity of $1,131. At June 30, 2007, we had cash on hand of
$1,170 working capital of a negative $8527 and total  stockholders'  equity of a
negative $7,844.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material effect on the ongoing operations of the company.

Plan of Operation
-----------------

     During the next 12 months,  we plan to continue to focus on  improving  our
website   found   at   http://LiLMarc.com   and    http://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
our  relationships  with resellers who sell our product on their websites and on
engaging  new website  hosts for the  product.  We  anticipate  that this can be
accomplished  through  individual  calls  and  e-mails  to  the  website  hosts.
Additionally,  we are committed to the production of additional stands when sale
of more than 500 LiL Marcs is  achieved.  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,  our directors  will defer any
compensation until such time as business warrants the payment of such.

     After paying certain costs and expenses  related to ongoing  administrative
costs and  associated  professional  fees,  including  the cost of preparing and
filing requisite  reports with the SEC,  management  estimates that we 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
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. 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  of 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.

     Because  we  rely  on  others  for  production  of our  product,  we do not
anticipate  making any  significant  capital  expenditures  for new equipment or
other assets during 2007.  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 three employees.  Our President devotes approximately 20
hours per week to our business and our Secretary  assists on an as-needed basis.
We also have a part-time laborer for packaging and shipping

                                      -11-

<PAGE>

product.  Management  believes  that these  employees  will be adequate  for the
foreseeable  future, or until 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.

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:

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

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

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

     o   uncertainties involved in the rate of growth of business and acceptance
         of our product and;

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

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

     o   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.       Controls and Procedures.

     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  as defined in Rules 13a- 15(e) and  15d-15(e)  of the
Securities  Exchange Act of 1934. Based on this evaluation,  our chief executive
officer and principal  accounting officer concluded our disclosure  controls and
procedures are effective in timely alerting  management to material  information
relating to the company  required to be  disclosed  by us in the reports that we
file or submit under the Exchange Act to be recorded, processed,  summarized and
reported within the time periods specified in the SEC's rules and forms.

     There  have  been  no  changes  in our  internal  controls  over  financial
reporting identified in connection with the evaluation required by paragraph (d)
of Rule 13a-15 or Rule 15d-15 under the Exchange  Act that  occurred  during our
fourth fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, our internal control over financial reporting.

                                      -12-
<PAGE>


                                     PART II

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 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.       Submission of Matters to a Vote of Security Holders

     This Item is not applicable.

Item 5.       Other Information

     This Item is not applicable.

Item 6.       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.


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<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: August 7, 2007                     By:  /S/   GEORGE I. NORMAN, III
                                            ------------------------------------
                                                  George I. Norman, III
                                                  President, C.E.O. and Director
                                                  (Principal Accounting Officer)


                                      -14-