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

                                   FORM 10-QSB
                                [Amendment No. 1]

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

                       For the Quarter Ended June 30, 2006

                                       or

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

                        For the transition period from _________ to _________

                        Commission File Number 000-51872

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

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

           1390     South  1100 East # 204,  Salt  Lake  City,  Utah  84105-2463
                    (Address of principal executive offices)

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

          Class                                  Outstanding as of June 30, 2006
-----------------------------                    -------------------------------
Common Stock, $.001 par value                               2,583,750

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

                                       -1-

<PAGE>
<TABLE>
<CAPTION>
                                           TABLE OF CONTENTS

Heading                                                                                                   Page
                                          PART  I.  FINANCIAL INFORMATION

<S>          <C>                                                                                          <C>
Item 1.      Financial Statements.....................................................................      3

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

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


                                            PART II. OTHER INFORMATION

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

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

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

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

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

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

             Signatures...............................................................................     14
</TABLE>


                                                        -2-

<PAGE>

                                     PART I

Item 1.       Financial Statements

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












                                   LILM, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       June 30, 2006 and December 31, 2005


                                       -3-

<PAGE>

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

STOCKHOLDERS' EQUITY

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

                                                              $    16,923    $    22,999
                                                              ===========    ===========
</TABLE>




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

                                       -4-

<PAGE>
<TABLE>
<CAPTION>

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

                                           Three Months                  Six Months
                                   --------------------------   ---------------------------
                                     Jun 30,        Jun 30,        Jun 30,       Jun  30,       Apr 22, 1997
                                      2006           2005           2006           2005        to Jun 30, 2006
                                   -----------    -----------    -----------    -----------    ---------------


<S>                                <C>            <C>            <C>            <C>              <C>
REVENUES                           $     1,009    $       394    $     2,244    $       800      $    16,978
                                   -----------    -----------    -----------    -----------      -----------

EXPENSES

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

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







NET LOSS PER COMMON SHARE

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



AVERAGE OUTSTANDING SHARES

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




         The accompanying notes are an integral part of these financial statements.
</TABLE>
                                        -5-

<PAGE>

<TABLE>
<CAPTION>

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

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


                                                               Jun 30,         Jun 30,   Apr 22, 1997 to
                                                                2006            2005       Jun 30, 2006
                                                             -----------    -----------  ---------------
CASH FLOWS FROM
   OPERATING ACTIVITIES
<S>                                                          <C>                 <C>       <C>
   Net loss                                                  $    (5,826)        (8,595)   $  (126,569)

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

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


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

CASH FLOWS FROM INVESTING
   ACTIVITIES

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

CASH FLOWS FROM FINANCING
   ACTIVITIES

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


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

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




NON CASH  FLOWS  FROM OPERATING AND INVESTING ACTIVITIES

        Issuance of  922,900 common shares for a patent - 2000                             $    11,963
                                                                                           -----------
        Contributions to capital - expenses - 2001                                                 100
                                                                                           -----------


                   The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                       -6-

<PAGE>

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

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


1. ORGANIZATION

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

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

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

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

 Included in these financial statements are the combined statement of operations
of LIL Marc,  Inc.  (predecessor)  for the period April 22, 1997 to December 30,
1999 and LILM,  Inc., and its  subsidiary,  for the period  December 30, 1999 to
June 30, 2006.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes
------------

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is recorded,  when it is more likely than not, that such tax
benefits will not be realized.

On  June  30,  2006,  the  Company  had  a  net  operating  loss  available  for
carryforward of $74,592.  The income tax benefit of  approximately  $22,400 from
the carryforward has been fully offset by a valuation reserve because the use of
the future tax  benefit is  doubtful  since the  Company  has not  started  full
operations. The net operating loss will expire starting in 2021 through 2026.


                                       -7-

<PAGE>



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

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


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue Recognition
-------------------

Revenue  is  recognized  upon the  completion  of the sale and  shipment  of the
training urinal products.

Advertising and Market Development
----------------------------------

The company expenses advertising and market development costs as incurred.

Financial Instruments
---------------------

The carrying amounts of financial instruments are considered by management to be
their estimated fair values due to their short term maturities.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then only the basic per share amounts are shown in the report.

Financial and Concentrations Risk
---------------------------------

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

Estimates and Assumptions
-------------------------

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

Principles of Consolidation
---------------------------

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




                                       -8-

<PAGE>



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

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


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

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

Office  equipment  consists of a computer and is depreciated over three years on
the straight method.

Recent Accounting Pronouncements
--------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  PATENT

The Company acquired a patent, from a related party, for the "LiL Marc" training
urinal. The patent was issued on July 16, 1991 and has been fully amortized.

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

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer-directors  have  acquired  73% of the  outstanding  common  stock of the
Company and have made demand, no interest, loans to the Company of $5,797.


                                       -9-

<PAGE>



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

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

     We are considered a development  stage company with minimal cash assets and
with only 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 (after  deducting  offering  costs) from our stock offering in 2002; and
(ii) from  advances from a  stockholder.  A total of $5,797 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 the Company 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 from sales of its product, it
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 three and six month  periods  ended June 30,  2006,  we realized
revenues of $1,009 and $2,244, respectively, compared with $394 and $800 for the
three and six month periods ended June 30, 2005, respectively. Revenues for both
2006  periods  were the  result of retail  internet  and  wholesale  orders  and
revenues for the 2005 periods were the result of internet retail orders.

     Total  expenses  were  $2,822 for the second  quarter of 2006  compared  to
$6,890 for the  corresponding  period 2005 period,  and $8,070 for the first six
months of 2006 compared to $9,395 for the  corresponding  2005 period.  Expenses
during the second  quarter and the first six months of 2006 were  primarily  for
administrative  expenses, which decreased 60% for the second quarter and 13% for
the  first  six  months of 2006.  The  second  quarter  decrease  was  primarily
attributed to a 77% decrease in professional  fees, due to accounting audit fees
encountered in the 2005 period, and a 62% decrease in general operating expenses
due to decreased telephone and shipping charges.  The decrease in administrative
expenses  for the first six months of 2006 is  primarily  attributed  to the 25%
decrease in general  operating  expenses  and the 11%  decrease in  professional
fees.

     The net loss for the second quarter of 2006 was $1,813  compared with a net
loss of $6,496 for the second  quarter of 2005.  The decrease in net loss is due
to an increase in revenues and a decrease in expenses in 2006.  The net loss for
the first six months of 2006 was $5,826  compared  with a net loss of $8,595 for
the  first  six  months  of  2005.  The  decrease  in net loss is also due to an
increase in revenues and corresponding decrease in expenses.

Liquidity and Capital Resources

     At June 30, 2006 and December 31, 2005,  we had total assets  consisting of
cash and office equipment of $16,923 and 22,999, respectively. Total liabilities
at June 30, 2006 and  December  31,  2005 were  $5,797 and $6,047  respectively.
Liabilities  at June 30, 2006 consisted of a demand note in the amount of $5,797
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.  Liabilities  at December 31, 2005
were  again for  aforementioned  note  payable  in the  amount of $5,797 and for
professional fees in the amount of $250


                                      -10-

<PAGE>

     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, 2005,  we had cash on hand of $21,530,  working  capital of $15,483
and total stockholders' equity of $16,952. At June 30, 2006, we had cash on hand
of $15,576, working capital of $9,779 and total stockholders' equity of $11,126.

     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 Marks 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 the associated  professional fees, including the cost of preparing and
filing  requisite  reports wit the SEC,  management  estimates that it will have
sufficient  funds to  operate  for the next six to twelve  months.  If  business
revenues do not provide enough funds to continue operations, it may be necessary
to  seek  additional  financing.  This  would  most  likely  come  from  current
directors,  although the directors are under no obligation to provide additional
funding  and  there  is no  assurance  outside  funding  will  be  available  on
acceptable terms, or at all.

     Because  we  rely  on  others  for  production  of our  product,  we do not
anticipate  making any  significant  capital  expenditures  for new equipment or
other assets during 2006.  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.

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:

                                      -11-

<PAGE>



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

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

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

     o   uncertainties involved in the rate of growth of business and acceptance
         of the Company's product and;

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

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

     o   general economic conditions.

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

Item 3.       Controls and Procedures.

     As of the end of the period  covered by this quarterly  report,  we carried
out  an  evaluation,  under  the  supervision  and  with  the  participation  of
management,  including  our chief  executive  officer and  principal  accounting
officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls  and  procedures  as defined in Rules  13a-15(e)  and  15d-15(e) of the
Securities  Exchange Act of 1934. Based on this evaluation,  our chief executive
officer and principal  accounting officer concluded our disclosure  controls and
procedures are effective in timely alerting  management to material  information
relating to the Company  required to be  disclosed  by us in the reports that we
file or submit under the Exchange Act to be recorded, processed,  summarized and
reported within the time periods specified in the SEC's rules and forms.

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

                                      -12-

<PAGE>



                                     PART II

Item 1.       Legal Proceedings

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

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

     This Item is not applicable.

Item 3.       Defaults Upon Senior Securities

     This Item is not applicable.

Item 4.       Submission of Matters to a Vote of Security Holders

     This Item is not applicable.

Item 5.       Other Information

     This Item is not applicable.

Item 6.       Exhibits and Reports on Form 8-K

     (a) Exhibits:

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

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

     Exhibit 32.1   Certification of C.E.O.  Pursuant to 18 U.S.C. Section 1350,
                    as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                    of 2002.

     Exhibit 32.2   Certification of Principal Accounting Officer Pursuant to 18
                    U.S.C.  Section 1350, as Adopted  Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K

         No report on Form 8-K was filed  during the three  month  period  ended
June 30, 2006.


                                      -13-

<PAGE>



                                   SIGNATURES


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

                                      LILM, INC.



Date:  March 29, 2007                 By:  /S/   GEORGE I. NORMAN, III
                                         ---------------------------------------
                                               George I. Norman, III
                                               President, C.E.O. and Director
                                               (Principal Accounting Officer)


                                      -14-