|   | **UNITED STATES** |
|--------|-------------------|

|   | **SECURITIES AND EXCHANGE COMMISSION** |
|--------|----------------------------------------|

|   | **Washington, D.C. 20549** |
|--------|----------------------------|

 

|   | **FORM 10-Q** |
|--------|---------------|

 

 

| **x** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF** |
|-------|---------------------------------------------------------|

|   | **THE SECURITIES EXCHANGE ACT OF 1934** |
|--------|-----------------------------------------|

 

|   | **For the Quarter Ended June 30, 2009** |
|--------|-----------------------------------------|

 

|   | **or** |
|--------|--------|

 

| **o** | **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 |
|--------|---------------------------------|------------------|

|   | incorporation or organization) | Identification No.) |
|--------|--------------------------------|---------------------|

 

|   | **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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post            such files).                                     Yes oNo [ ]

 

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 oNox

 

|   | **Class** | **Outstanding as of August 10, 2009** |
|--------|-----------|---------------------------------------|

 

|   | Common Stock, $.001 par value | 2,583,750 |
|--------|-------------------------------|-----------|

 

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

 

----

        **TABLE OF CONTENTS**

 

| **Heading** | **Page** |
|-------------|----------|

 

|   | **PART I** | **—** | **FINANCIAL INFORMATION** |
|--------|------------|-------------|---------------------------|

 

| Item 1. | Financial Statements | 3 |
|---------|----------------------|---|

 

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

|   | of Operations | 10 |
|--------|---------------|----|

 

| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
|---------|------------------------------------------------------------|----|

 

| Item 4(T). | Controls and Procedures | 12 |
|------------|-------------------------|----|

 

 

|   | **PART II** | **—** | **OTHER INFORMATION** |
|--------|-------------|-------------|-----------------------|

 

| Item 1. | Legal Proceedings | 13 |
|---------|-------------------|----|

 

| Item 1A. | Risk Factors | 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 |
|--------|------------|----|

 

 

 

 

-2-

----

|   | **PART I - FINANCIAL INFORMATION** |
|--------|------------------------------------|

 

| **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, 2009 and December 31, 2008, related unaudited statements of income and cash flows for the three and six months ended June 30, 2009 and 2008and the period April 22, 1997 (date of inception of predecessor) to June 30,            2009, 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, 2009, are not necessarily indicative of the results that can be expected for the fiscal year ending            December 31, 2009 or any other subsequent period.

 

 

 

 

 

 

**LILM, INC.**

**(A Development Stage Company)**

 

**FINANCIAL STATEMENTS**

 

**June 30, 2009 and December 31, 2008**

 

 

 

 

-3-

----

 

 

 

**LILM, INC, and SUBSIDIARY and LIL MARC, INC. (predecessor)**

**(Development Stage Company)**

**CONSOLIDATED BALANCE SHEETS -unaudited**

**June 30, 2009 and December 31, 2008**

 

 

|                                                                       |                                              |                       |   |      |     |         |     |         |
|----------------------------------------------------------------------------|---------------------------------------------------|----------------------------|--------|-----------|----------|--------------|----------|--------------|
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              |                       |   |      |     | **June 30,** |     | **Dec. 31,** |
|                                                                       |                                              |                       |   |      |     | **2009**     |     | **2008**     |
| **Assests**                                                                |                                              |                       |   |      |     |         |     |         |
| **Current Assests**                                                        |                                              |                       |   |      |     |         |     |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       | Cash                                              |                       |   |      |     | $ 121        |     | $ 82         |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              | Total Current Assets       |   |      | 121      |         | 82       |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              | Total Assets               |   |      | $121     |         | $82      |
|                                                                       |                                              |                       |   |      |     |         |     |         |
| **Liabilities & Stockholders' Equity**                                 |                                              |                       |   |      |     |
| **Current Liabilities**                                                    |                                              |                       |   |      |     |         |     |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       | Accounts Payable                                  |                       |   |      | $ 13,194 |         | $ 11,566 |
|                                                                       | Note Payable- Related Party                       |                       |   | 25,996    |     | 21,940       |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              | Total Current Liabilities  |   | 39,190    |     | 33,506       |
|                                                                       |                                              |                       |   |      |     |         |     |         |
| **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                    |                       |   | 135,111   |     | 135,111      |
|                                                                       | Accumulated deficit during development stage      | (176,764)                  |   | (171,119) |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              | Total Stockholders' Equity |   | (39,069)  |     | (33,424)     |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              |                       |   |      |     |         |     |         |
|                                                                       |                                              |                       |   |      |     | $ 121        |     | $ 82         |
|                                                                       |                                              |                       |   |      |     |         |     |         |
| The accompanying notes are an integral part of these financial statements. |
|                                                                            |                                                   |                            |        |           |          |              |          |              |  |  |

 

 

-4-

----

 

 

**LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)**

**(Development Stage Company)**

**CONSOLIDATED STATEMENT OF OPERATIONS - unaudited**

**For the Three and Six Months Ended June 30, 2009 and 2008 and the**

**Period April 22, 1997 (date of inception of predecesor) to June 30, 2009**

 

 

|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
|----------------------------------------------------------------------------|-------------------------------|--------|--------|--------|----------------------------------------------------------------|-----------------------------------------------------------------|-------------------|-----------------------------------------------------------|-----------------------------------------------------------|---------|----------------|--|
|                                                                       |                          |   |   |   | **Three****Months**                                            |                                                            | **Six****Months** |                                                           | **April 22, 1997**                                        |         |
|                                                                       |                          |   |   |   | **June 30**                                                    | **June 30**                                                     |              | **June 30**                                               | **June 30**                                               |         | **to June 30** |  |
|                                                                       |                          |   |   |   | **2009**                                                       | **2008**                                                        |              | **2009**                                                  | **2008**                                                  |         | **2009**       |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
| **Sales**                                                                  |                          |   |   |   | $941                                                           | $498                                                            |              | $1,364                                                    | $631                                                      |         | $22,292        |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
| **Cost of Goods Sold**                                                     |                          |   |   | -      | -                                                              |                                                            | -                 | -                                                         |                                                           | -       |                |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
|                                                                       | Gross Profit                  |   |   | $941   | $498                                                           |                                                            | $1,364            | $631                                                      |                                                           | $22,292 |                |
| **Expenses**                                                               |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                           |         |                |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
|                                                                       | Administrative                |   |   | 6,190  | 1,980                                                          |                                                            | 6,991             | 5,380                                                     |                                                           | 170,254 |                |
|                                                                       | Royalties                     |   |   |   | 13                                                             | 6                                                               |              | 18                                                        | 7                                                         |         | 152            |  |
|                                                                       | Depreciation and amortization |   | -      | 161    |                                                           | -                                                               | 335               |                                                           | 28,650                                                    |         |
|                                                                       |                          |   |   |   | 6,203                                                          | 2,147                                                           |              | 7,009                                                     | 5,722                                                     |         | 199,056        |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
| **Net Loss**                                                               |                          |   |   |   | ($5,262)                                                       | ($1,649)                                                        |              | ($5,645)                                                  | ($5,091)                                                  |         | ($176,764)     |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
| **Net Loss Per Common Share**                                              |                          |   |   |   |                                                           |                                                            |              |                                                           |                                                           |         |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
|                                                                       | Basic and dilluted            |   |   |   | $          - | $           - |              | $          - | $          - |         |                |  |
|                                                                       |                          |   |   |   |                                                           |                                                            |              |                                                      |                                                      |         |                |  |
| **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. |                               |        |        |
|                                                                            |                               |        |        |        |                                                                |                                                                 |                   |                                                           |                                                           |         |                |  |  |

 

-5-

----

 

 

 

**LILM, INC, and SUBSIDIARY and LIL MARC, INC. (predecessor)**

**(Development Stage Company)**

**CONSOLIDATED STATEMENT OF CASH FLOWS - unaudited**

**For the Six Months Ended June 30, 2009 and 2008 and the**

**Period April 22, 1997 (date of inception of predecessor) to June 30, 2009**

 

|                                     |                                      |   |   |    |    |     |        |      |        |       |                |
|------------------------------------------|-------------------------------------------|--------|--------|---------|---------|----------|-------------|-----------|-------------|------------|---------------------|
|                                     |                                      |   |   |    |    |     |        |      |        |       |                |
|                                     |                                      |   |   |    |    |     | **Jun 30,** |      | **Jun 30,** |       | **Apr 22, 1997 to** |
|                                     |                                      |   |   |    |    |     | **2009**    |      | **2008**    |       | **Jun 30, 2009**    |
| **Cash Flows From**                      |                                      |   |   |    |    |     |        |      |        |       |
| **Operating Activities**                 |                                      |   |   |    |    |     |        |      |        |
|                                     |                                      |   |   |    |    |     |        |      |        |       |                |
|                                     | Net Loss                                  |   |   |    |    | ($5,645) |        | ($5,091)  |        | ($176,764) |
|                                     |                                      |   |   |    |    |     |        |      |        |       |                |
|                                     | Adjustments to reconcile net loss to      |   |   |    |    |     |        |      |
|                                     | net cash provided by operating activities |   |   |    |    |     |        |      |
|                                     |                                      |   |   |    |    |     |        |      |        |       |                |
|                                     | Issuance of common stock for expenses     |   |   | -       |    | -        |        | 8,700     |
|                                     | Depreciation and amortization             |   |   |    | -       |     | 335         |      | 28,650      |
|                                     | Changes in accounts payable               |   |   |    | 1,628   |     | 617         |      | 9,973       |
|                                     | Contributions to capital- expenses        |   |   | -       |    | -        |        | 100       |
|                                     |                                      |   |   |    |    |     |        |      |        |       |                |
|                                     |                                      |   |   |    |    |     |        |      |        |       |                |
|                                     | Net Cash Flows Used in Operations         |   |   | (4,017) |    | (4,139)  |        | (129,341) |
|                                     |                                      |   |   |    |    |     |        |      |        |       |                |
| **Cash Flows From Investing Activities** |                                      |   |   |    |    |     |        |      |
|                                     |                                      |   |   |    |    |     |        |      |        |       |                |
|                                     | Purchase of patent                        |   |   |    |    | -   |        | -         |        | (28,650)   |
|                                     | Purchase office equipment                 |   |   |    | -  |     | -           |      | (2,096)     |
|                                     |                                      |   |   |    |    |     |        |      |        |       |                |

| **Cash Flows From Financing Activities**                                   |                                                |   |   |   |   |     |   |   |        |
|----------------------------------------------------------------------------|-----------------------------------------------------|--------|--------|--------|--------|----------|--------|--------|--------|
|                                                                       |                                                |   |   |   |   |     |   |   |   |   |   |  |
|                                                                       | Advances from related party                         |   |   |   | 4,056  |     | 4,150  |   | 25,996 |  |  |
|                                                                       | Proceeds from issuance of common stock net of costs | -      |   | -      |   | 134,212  |        |        |
|                                                                       |                                                |   |   |   |   |     |   |   |   |   |   |
| Net Change in Cash                                                         |                                                |   |   |   |   | 39       |   | 11     |   | 121 |  |  |
| Cash at Beginning of Period                                                |                                                |   |   |   | 82     |     | 226    |   | -      |  |  |
|                                                                       |                                                |   |   |   |   |     |   |   |   |   |   |
| Cash at End of Period                                                      |                                                |   |   |   | $ 121  |     | $ 237  |   | $ 121  |  |  |
|                                                                       |                                                |   |   |   |   |     |   |   |   |   |   |
|                                                                       |                                                |   |   |   |   |     |   |   |   |   |   |
|                                                                       |                                                |   |   |   |   |     |   |   |   |   |   |
| **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. |

 

 

 

 

-6-

----

 

 

                                        **LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)**

|   | **(Development Stage Company)** |
|--------|---------------------------------|

|   | **NOTES TO FINANCIAL STATEMENTS** |
|--------|-----------------------------------|

|   | **June 30, 2009** |
|--------|-------------------|

 

| **1.** | **ORGANIZATION** |
|--------|------------------|

 

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

 

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

 

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

 

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

 

Included in the following financial statements are the combined statement of operations of LIL Marc, Inc. (predecessor) for the period April 22, 1997 to December 30, 1999 and LILM, Inc., and its subsidiary, for the period December 30, 1999 to June 30, 2009.

 

**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, 2009, the Company had a net operating loss available for carryforward of $121,558. The income tax benefit of approximately $36,467 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            2029.

 

 

 

-7-

----

 

|   | **LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)** |
|--------|----------------------------------------------------------------|

|   | **(Development Stage Company)** |
|--------|---------------------------------|

|   | **NOTES TO FINANCIAL STATEMENTS (Continued)** |
|--------|-----------------------------------------------|

|   | **June 30, 2009** |
|--------|-------------------|

 

 

**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 only the            basic per share amounts are shown in the report.

 

Financial and Concentrations Risk

 

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

 

Estimates and Assumptions

 

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

 

Principles of Consolidation

 

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

 

 

 

 

 

-8-

----

 

|   | **LILM, INC. and SUBSIDIARY and LIL MARC, INC. (predecessor)** |
|--------|----------------------------------------------------------------|

|   | **(Development Stage Company)** |
|--------|---------------------------------|

|   | **NOTES TO FINANCIAL STATEMENTS (Continued)** |
|--------|-----------------------------------------------|

|   | **June 30, 2009** |
|--------|-------------------|

 

 

Recent Accounting Pronouncements

 

The Company does not expect that the adoption of other recent accounting pronouncements will

have a material impact on its financial statements.

 

**3. PATENT**

 

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

 

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

 

**4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES**

 

Officer-directors have acquired 73% of the outstanding common stock of the Company and have made demand, no interest, loans to the Company of $25,996.

 

**5. 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. 

 

 

 

 

 

-9-

----

 

| **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 minimal cash assets and limited operations and revenue. Ongoing operating expense, 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 from our stock offering in 2002; and (ii) from advances from a            stockholder. A total of $25,996 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. We are currently exploring other funding sources and considering other            options for additional financing to be used in the company’s operations and, more specifically, to be used in the manufacturing and marketing of the LiL Marc Training Urinal. 

 

**Results of Operations**

 

During the second quarter ended June 30, 2009, we realized revenues of $941 compared with $498 for the second quarter ended June 30, 2008, an increase of 88% for the 2009 period. This increase in revenues was due to a 29% increase in retail orders and a 150% increase in wholesale orders. 

 

Total expenses were $6,203 for the second quarter of 2009 compared to $2,147 for the corresponding 2008 period, an increase of 189% for the 2009 period. Expenses during the second quarter of 2009 were primarily for administrative expenses, which increase 212% ($4,210) for the second quarter. The second quarter increase in administrative expenses was primarily            attributed to a 420% increase ($3,250) in professional fees mainly attributed to accounting expenses. During this same period, we had a 760% increase ($1,980) in rent and storage payments due to timing of payments and the invoicing of monthly charges.

 

During the six month period ended June 30, 2009, we realized revenues of $1,364 compared with $631 for the six month period ended June 30, 2008. This was an increase of 116 % for the 2009 period. Revenues for both six month periods were the result of Internet retail and wholesale orders. The increase in revenues during the first six months of 2009 was due to a            20% increase in retail orders and a 156% increase ($696) in wholesale orders. 

 

Total expenses were $7,009 for the six month period ended June 30, 2009 compared to $5,722, for the corresponding 2008 period, an increase of 22% for the 2009 period. Expenses during the 2009 six month period were primarily for administrative expenses, which increased 30% ($1,611), primarily due to a 9% increase ($275) in professional fees associated with            filing our Form 10-SB with the SEC. Also during this same period, we had a 290% increase ($1,665) in rent and storage payments due to the timing of the payments and invoicing varying monthly charges.

 

The net loss for the second quarter of 2009 was $5,262 compared with a net loss of $1,649 for the second quarter of 2008, an increase of 219% for the 2009 period. The increase in net loss during the second quarter of 2009 was due to a 189% increase ($4,056) in general operating expenses which included a 100% decrease ($161) in depreciation expenses. 

 

 

 

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The net loss for the first six months of 2009 was $5,645 compared with a net loss of $5,091 for the first six months of 2008, an increase of 11% for the 2009 period. The increased net loss during the first half of 2009 was due to the 30 % increase ($1,611) in administrative expenses, 157% increase ($11) in royalty expenses and 335% decrease ($335) in            depreciation expenses. 

 

**Liquidity and Capital Resources**

 

At June 30, 2009 and December 31, 2008, we had total assets consisting of cash and office equipment of $121 and $82, respectively. Total liabilities at June 30, 2009 and December 31, 2008were $39,190 and $33,506 respectively. Total liabilities at June 30, 2009 consisted of $7,750 for legal fees, $1,000 in accounting fees, $4,360 rent and storage, $20            telephone, and $34 in royalty payments and a demand note in the amount of $25,996 issued to a private limited liability company owned by two directors, George Norman and Laurie Norman . 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, 2008, we had cash on hand of $82, working capital of a negative $33,424 and total stockholders' equity of a negative $33,424. At June 30, 2009, we had cash on hand of $121 working capital of a negative $39,069 and total stockholders' equity of a negative $39,069.

 

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.[dot]comand http://Boyspottytraining.[dot]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 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 2009. 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 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.

 

 

 

 

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**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; and |
|--------|--------|-----------------------------------------------------------------------|

 

|   | • | 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.** |
|----------------|------------------------------|

 

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.

 

 

 

 

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|   | **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.** | **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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                                                                                                      **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: August 12, 2009 | By:/S/ | GEORGEI.NORMAN,III |
|-----------------------|--------|--------------------|

|   | ***George I. Norman, III*** |
|--------|-----------------------------|

|   | President, C.E.O. and Director |
|--------|--------------------------------|

|   | (Principal Accounting Officer) |
|--------|--------------------------------|

 

 

 

 

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