**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 September 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                of                         (I.R.S.                Employer

incorporation or                organization)                                      Identification No.)

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

(Address of principal executive                offices)

**(801) 322-0253**

(Issuer's telephone number)

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

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

**APPLICABLE ONLY TO CORPORATE                ISSUERS**

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

**                                                  Class**                                     **Outstanding as of September 30,                2007**

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

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

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**TABLE OF                CONTENTS**

Heading                                                                                                                                                Page

**PART I. FINANCIAL                INFORMATION**

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

 

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**PART                I**

**Item                1.          Financial                Statements**

                     The accompanying unaudited balance sheets of LILM, Inc., its Subsidiary and LiL                Marc, Inc. (predecessor) (development stage company) as of September 30, 2007 and                December 31, 2006, related unaudited statements of income and cash flows for the                nine months ended September 30, 2007 and 2006 and the period April 22, 1997 (date                of inception of predecessor) to September 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 September 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**

**September 30, 2007 and December 31,                2006**

 

 

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

**( Development Stage Company                )**

**CONSOLIDATED BALANCE SHEETS**

**September 30, 2007 and December 31,                2006**

**                                                                                                           Sept                30,        Dec                31,    **

**                                                                                                                                2007                         2006     **

**ASSETS**

**CURRENT ASSETS**

  Cash                                                                                                                             $  1,213                         $10,897

Total Current                Assets                                                                        1,213                           10,897

**OFFICE EQUIPMENT**- net of accumulated                depreciation                                                                          508                             1,031

                                                                                                  $                   1,721                         $11,928

**LIABILITIES AND STOCKHOLDERS'                EQUITY**

**CURRENT LIABILITIES**

                         

Accounts                payable                                                                                                                  $                          -           $                 5,000

 Accounts payable - related                party                                                                                                          13,497                              5,797

Total Current                Liabilities                                                                                             13,497           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

 Acumulated deficit during development                stage                                      (149,471)                      (136,564)

Total Stockholders' Equity                (deficit)                                                   (11,776)                            1,131

                                                                                                                    $1,721                         $11,928

 

 

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

 

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

**( Development Stage Company )**

**CONSOLIDATED STATEMENT OF OPERATIONS**

**For the Three and Nine Months Ended September 30, 2007 and                2006**

**and the Period April 22, 1997 (date of inception of predecessor) to Sepember                30, 2007**

 

**                                                                 Three                Months                                 Nine Months   **

**                                                            Sept 30,      Sept                30,         Sept                30,     Sept 30,     April 22, 1997                                                                               2007                           2006                              2007                         2006      to Sept 30,                2007**

 

REVENUES                        $                  324         $                  474            $                1,358      $                2,718       $                  19,076

 

EXPENSES

 

                    Administration                                  4,082           3,319             13,721                      11,057          138,987

                    Royalties                                                 -                                  -                                   21                             16                 102

                    Depreciation

                        and                amortization                              174                             158                                 523                           474                           29,458

                                                             4,256                          3,477                            14,265                      11,547                         168,547

 

NET                LOSS                       $                (3,932)                      $(3,003)                      ** **                $(12,907)                                  $(8,829)                     $                149,928                      

 

 

 

 

NET                LOSS PER COMMON SHARE

  

                     Basic and dilued                          $                        -                         $                        -                        $                          -     $                        -

 

 

 

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.

 

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

**( Development Stage Company )**

**CONSOLIDATED STATEMENT OF CASH FLOWS**

**For the Three and Nine Months Ended                September 30, 2007 and 2006**

**and the Period April 22, 1997 (date                of inception of predecessor) to Sepember 30,                2007**

 

**                                                                           **

**                                                                                                    Sept 30,     Sept                30,   April 22, 1997                                                                                                                                       2007                        2006    - Sept 30, 2007**

 

 

CASH FLOWS FROM

     OPERATING                ACTIVITIES

 

                     Net                loss                                                                                       $ (12,907)                      (8,829)     $ (149,471)

 

      Adjustments to                reconcile net loss to

                         net cash provided by operating

                         activities

 

                                           Issuance of common stock for                expenses                                               -                               -                8,700

                                           Depreciation and                amortization                                           523                                         474                             29,300

          Changes                in accounts payable                                                                               -               -                                   100

                                                                                                                 _____     _____                        ________

 

                               Net Cash Flows Used in                Operations                                        (17,384)                   (8,605)         (109,953)

 

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                                           7,700            -                7,700

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

 

   Net Change in                Cash                                                                (9,684)  (8,799)                              1,213

     Cash at Beginning of                Period                                                                                  10,897                 21,530                                       -

 

                      Cash at End of                Period                                                                          $ 1,213                $12,731            $                 1,213

 

                          

 

NON CASH FLOWS FROM OPERATING

     AND INVESTING                ACTIVITIES

 

         Issuance                of 922,900 common shares for a patent -                2000                                       $                11,963

                                  Contribution to capital - expenses -                2001                                                                            100

 

 

 

 

 

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

 

 

 

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

**( Development Stage Company                )**

**NOTES TO FINANCIAL                STATEMENTS**

**September 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 September 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 September 30, 2007, the Company had                a net operating loss available for carryforward of $97,494. The income tax benefit                of approximately $29,000 from the carryforwardhas 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.

 

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

**( Development Stage Company                )**

**NOTES TO FINANCIAL STATEMENTS                (Continued)**

**September 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.

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

**( Development Stage Company                )**

**NOTES TO FINANCIAL STATEMENTS                (Continued)**

**September 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 $13,497.

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**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                expense**s**, 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 $13,497 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 third quarter ended September 30, 2007, we realized revenues of $324 compared                with $474 for the third quarter ended September 30, 2006, a decrease of 32% for the                2007 period. This decrease in revenues was due to a 28% decrease in retail orders                and a 56% decrease in wholesale orders.

     Total                expenses were $4,256 for the third quarter of 2007 compared to $3,477 for the                corresponding 2006 period, an increase of 22% for the 2007 period. Expenses during                the second quarter of 2007 were primarily for administrative expenses, which                increased 23% ($763) for the third quarter. The third quarter increase in                administrative expenses was primarily attributed to a 120% increase ($540) in                professional fees and a 1,548% increase ($1,548) in filing fees associated with                filing our Form 10-SB with the SEC. During this same period, we had an 79% ($914)                decrease in rent payments due to the timing of the payments and the varying                utilities charges.

     During                the nine month period ended September 30, 2007, we realized revenues of $1,358                compared with $2,718 for the nine month period ended September 30, 2006. This was a                decrease of 50% for the 2007 period. Revenues for both nine month periods were the                result of internet retail and wholesale orders. The decrease in revenues during the                first nine months of 2007 was due to a 35% decrease in retail orders and a 53%                decrease in wholesale orders.  

     Total                expenses were $14,265 for the nine month period ended September 30, 2007 compared                to $11,547 for the corresponding 2006 period, an increase of 24% for the 2007                period. Expenses during the 2007 nine month period were primarily for                administrative expenses, which increased 24% ($2664), primarily due to a 20%                increase ($1,101) in professional fees and a 3,368% increase ($3,368) in filing                fees associated with filing our Form 10-SB with the SEC. Also during this same                period, we had a 33% ($940) decrease 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 third quarter of 2007 was $3,932 compared with a net loss of                $3,003 for the third quarter of 2006, an increase of 31% for the 2007 period. The                increased net loss during the third quarter of 2007 was due to the 32% decrease in                revenues, 23% increase in administrative expenses and 10% increase in depreciation                expenses.

     The                net loss for the first nine months of 2007 was $12,907 compared with a net loss of                $8,829 for the first nine months of 2006, an increase of 46% for the 2007 period.                The increased net loss during

 

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the first nine months                of 2007 was due to the 50 % decrease in revenues, 24 % increase in administrative                expenses, 31% increase in royalty expenses and 10% increase in depreciation                expenses.                                                   

**Liquidity and                Capital                Resources**                                          

     At                September 30, 2007 and December 31, 2006, we had total assets consisting of cash                and office equipment of $1,721 and $11,928, respectively. Total liabilities at                September 30, 2007 and December 31, 2006 were $13,497 and $10,797 respectively.                Total liabilities at September 30, 2007 consisted of $7,700 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, we anticipate                that we may have to rely on our directors and stockholders to pay expenses until                such time as we realize adequate revenues from the production and sales of our baby                product. There is no assurance that we will be able to generate adequate revenues                in the immediate future to satisfy its cash needs. At December 31, 2006, we had                cash on hand of $10,897, working capital of $100 and total stockholders’                equity of $1,131. At September 30, 2007, we had cash on hand of $1,213 working                capital of a negative $12,284 and total stockholders’ equity of a negative                $11,776.

     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.

 

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     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.

**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 our                product and;

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

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

     *     general                economic conditions.

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

**Item                3.           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.

 

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     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.

**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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**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: October 17,                2007                                                       By:                /S/ George I. Norman, III          

                                                                          G***eorge                I. Norman, III***

***                                                          ***President, C.E.O. and                Director

                                                           (Principal                Accounting Officer)

                                                                                           

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