Jerrick Media Holdings, Inc. – ‘10SB12G’ on 3/30/06

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Lilm 10Sb 033006                                      31    148K 
 5: COVER     ¶ Comment-Response or Cover Letter to the SEC            1      1K 
 2: EX-3.(I)    Articles of Incorporation/Organization or By-Laws      4     10K 
 3: EX-3.(II)   Articles of Incorporation/Organization or By-Laws      8     26K 
 4: EX-21.1     Subsidiaries                                           1      3K 

‘10SB12G’   —   Lilm 10Sb 033006
Document Table of Contents

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As filed with the Securities and Exchange Commission on March 30, 2006

                                                   Registration No. 00-_______

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

FORM 10-SB

GENERAL FORM FOR REGISTRANTS OF SECURITIES
 OF SMALL BUSINESS ISSUERS

 Under Section 12(b) or (g) of the Securities Exchange Act of 1934

LILM, INC.
----------------------------------------------
(Name of Small Business Issuer 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 officers) (Zip Code)         

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

Securities to be registered under Section 12(b) of the Act:                     

Title of each class                         Name of each exchange on which      
to be so registered                         each class is to be registered      
--------------------                        -------------------------------     
N/A                                              N/A            

Securities to be registered under Section 12(g) of the Act:                     

Common Stock, $0.001 par value
(Title of Class)

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                                            LILM, INC.                                            

                                           FORM 10-SB                                             

                                        TABLE OF CONTENTS                                         
                                                                                            PAGE  
                                             PART I                                               

                                                                                                  
ITEM 1. Description of Business............................................................      3

ITEM 2. Management's Discussion and Analysis or Plan of Operation..........................      9

ITEM 3. Description of Property............................................................     13

ITEM 4. Security Ownership of Certain Beneficial Owners and Management.....................     13

ITEM 5. Directors, Executive Officers, Promoters and Control Persons.......................     14

ITEM 6. Executive Compensation.............................................................     15

ITEM 7. Certain Relationships and Related Transactions.....................................     15

ITEM 8. Description of Securities..........................................................     16

                                             PART II                                              

ITEM 1. Market Price of and Dividends on the Registrant's Common Equity and                       
          Related Stockholder Matters......................................................     16

ITEM 2. Legal Proceedings..................................................................     18

ITEM 3. Changes in and Disagreements with Accountants......................................     18

ITEM 4. Recent Sales of Unregistered Securities............................................     18

ITEM 5. Indemnification of Directors and Officers..........................................     18

                                            PART F/S                                              

        Financial Statements...............................................................     19

                                            PART III                                              

ITEM 1. Index to Exhibits..................................................................    S-1

ITEM 2. Description of Exhibits............................................................    S-1

        Signatures.........................................................................    S-2

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PART I

ITEM  1.      Description of Business                                           

Business Development                                                            

History                                                               
-------                                                               

     LILM,  Inc.  (the  "Company")  was organized on December 30, 1999 under the
laws of the State of Nevada,  having the  intent to acquire  the patent  rights,
trademark,  and  rights to  manufacture  and  market  the "LiL  Marc," a plastic
porcelain  toilet-training  device,  and  to  develop,  market  and  manufacture
complementary  baby products.  At that time, the Company acquired from LiL Marc,
Inc., a Nevada corporation the U.S. patent rights to the "Training Urinal" (U.S.
Patent Number  318,325),  issued July 16, 1991, the trade name LiL Marc, and the
right to manufacture the product. The Company submitted the Patent Assignment to
the United States Patent Office in  Washington,  D.C. and, on February 10, 2000,
the assignment was recorded.                                                    

     The Company is primarily  involved in the  manufacture and marketing of the
LiL Marc, a plastic  porcelain  boys  toilet-training  device.  The Company also
intends to explore the potential  development,  marketing and  manufacturing  of
complementary baby products.                                                    

     In  December  of 2004,  the Company  moved its  operations  from Las Vegas,
Nevada to Salt Lake City, Utah and terminated its Las Vegas facility.  As a part
of  this  move,  the  Company  created  as a Utah  corporation  a  wholly  owned
subsidiary under the name of LiL Marc, Inc. and transferred all of the Company's
assets to LiL Marc, Inc. in exchange for all its outstanding  stock.  Commencing
in January 2005, all of the Company's operations were transferred to and are now
maintained in the Utah  subsidiary.  By  incorporating in Utah as LiL Marc, Inc.
the Company was able to recapture its original UPC coding and brand labeling.   

     On February 25, 2005,  we submitted a subsequent  Patent  Assignment to the
United  Sates  Patent  Office  conveying  the patent  rights to our wholly owned
subsidiary,  LiL Marc, Inc. In connection with the assignment of the patent, LiL
Marc, Inc. will pay to James Curt McKiney, the inventor of the LiL Marc training
urinal,  an ongoing  royalty of $0.25 per  urinal  sold,  due each year on March
31beginning in 2005. As of the date hereof, only a nominal royalty has been paid
to the inventor.                                                                

Initial Public Offering                                               
-----------------------                                               

     On February 21, 2002, the Company  commenced an initial public  offering of
its common stock pursuant to an exemption from registration under the Securities
Act of 1933  (the  "Securities  Act")  provided  by  Rule  504 of  Regulation  D
promulgated thereunder. The offering was for 1,500,000 shares of common stock at
the  offering  price of $0.08 per  share.  The  Company  sold a total of 763,750
shares to 59  investors  for gross  proceeds of $61,100 and filed a final Form D
with the SEC in March 2003.                                                     

Registration Statement                                                
----------------------                                                

     The Company is voluntarily filing this registration statement on Form 10-SB
in order to make  information  concerning  itself more readily  available to the
public.  Management believes that being a reporting company under the Securities
Exchange Act of 1934, as amended  ("Exchange  Act"),  will enable the Company to
make  an   application   to  have  its  common   stock   traded  in  the  public
over-the-counter  market.  Also, being a reporting company will make information
concerning  the  Company  more  accessible  to  its  stockholders,   prospective
stockholders and the public trading market.                                     

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     As a result of filing this registration statement, the Company is obligated
to file with the SEC certain  interim and periodic  reports  including an annual
report containing audited financial statements.  The Company anticipates that it
will  continue  to file such  reports,  notwithstanding  the fact  that,  in the
future,  it may not  otherwise  be  required to file such  reports  based on the
criteria set forth under Section 12(g) of the Exchange Act.                     

     The Company's  principal  executive  offices are located at 1390 South 1100
East # 204, Salt Lake City,  Utah  84105-2463 and its telephone  number is (801)
322-0252.                                                                       

LiL Marc Training Urinal                                                        

     The  LiL  Marc is a  simple  to use  plastic  urinal  used in the  bathroom
("potty") training of young boys. The LiL Marc is constructed from high quality,
recyclable, high density, white polyethylene plastic and looks like a full-sized
urinal found in public  restrooms,  only on a smaller  scale.  It is intended to
assist in the training of daytime  bladder  control of young boys.  By using the
LiL Marc,  a male  child can be  potty-trained  standing  up like a little  boy,
instead of being trained sit-down fashion like a little girl.                   

     The LiL Marc is marketed as a stand alone unit with a removable  support to
stand the unit at the proper height for young boys. It can be easily transported
to another room or used when  traveling.  The LiL Marc may also be attached to a
wall or door using the mounting bracket and screws, both provided with the unit.
The mounting  bracket holds the unit securely and slides off easily to empty and
clean with any detergent or bathroom  cleaner.  The LiL Marc features a built-in
pour spout  that  makes it easy to empty and  clean.  The LiL Marc is a one-time
purchase and does not need any other supplies. It is designed so that young boys
of all sizes can comfortably  stand while facing the unit. It has a height of 24
inches and a width of just over 10 inches.                                      

Production                                                                      

     In addition to  acquiring  the patent  rights to the LiL Marc,  the Company
also acquired the production  air mold and  rotational  mold used to manufacture
the training unit and its stand.  The molds are located at Blow Molded  Products
in Glen Avon,  California,  a  specialty  boutique  blow mold  manufacturer.  By
contracting  out the  manufacturing  of the LiL  Marc,  the  Company  is able to
produce a quality  product in mass at a  competitive  price.  Using the air mold
enables the Company to produce large or small orders and,  during test marketing
by the  inventor,  the air mold  produced  over 3,000 units with a high  quality
finish.  The Company has an arrangement  with Blow Mold Products whereby it will
use the air mold to manufacture the LiL Marc for a specified  production  price.
The Company uses a subcontractor to manufacture the stands.                     

     Cost of production,  based on a projected 5,000 LiL Marcs manufactured,  is
approximately $2.94 per urinal and $2.00 per stand. Due to the size and shape of
the LiL Marc,  packaging  and shipping  initially  required a special order box.
However,   the  Company  has   developed  a  shrink  wrap   package  that  costs
approximately  $1.50 per unit. Thus, the total  manufacturing and packaging cost
are  approximately  $6.44 per  finished LiL Marc,  which has a suggested  retail
price of $19.95.  The Company is  committed  to produce  its  product  solely in
America  and the product  has an  industry  recyclable  rating of 2. The Company
guarantees  the  LiL  Marc  Potty  Trainer  against  defects  in  materials  and
workmanship.                                                                    

Marketing                                                                       

     Due to the  uniqueness  of the LiL Marc,  it is  marketed  through  our the
Company's websites at www.LiLMarc.com and www.BoysPottyTraining.com The LiL Marc
is also  represented on several other websites that  specialize in the marketing

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of potty  training  products  for boys,  which  enhances the  visibility  of the
product. The Company has realized sales in Japan, Australia, and England. When a
search is done on any major search engine for training urinals or like products,
the LiL Marc will typically come up in the top three to five listings.          

     In 2005,  the LiL Marc was  displayed  at a national  trade show by a third
party  representative,  but with little  success.  Management  believes that the
Company  needs to sponsor  its own  display at future  shows for any  meaningful
results.  Due to the extremely  high costs of  participating  in national  trade
shows, management has no current plans to do so. In the United States, there are
generally two major trade shows per year, the largest in  Jacksonville,  Florida
and the other in Las Vegas, Nevada.  Management believes that the world wide web
gives  the  highest  degree  of  visibility  for  the LiL  Marc  at  this  time.
Eventually,  management  anticipates  that it will  work  directly  with  retail
outlets instead of going through a distributor.                                 

     The LiL Marc inventor did perform  limited test  marketing  which  included
pricing  information,  product layout  suggestions,  and some mail order product
introduction.  The inventor arranged for the LiL Marc, on a limited scale, to be
advertised in the 1993 July and August editions of Parenting Magazine and in the
1993 May/June edition of Twins Magazine.  The ads featured the LiL Marc in color
and black and white and offered the  product for sale at prices  between  $19.95
and $24.95.  The inventor  also arranged for the product to be advertised in the
1994 spring  issue of One Step,  a baby care mail order  catalog,  at a featured
price of $19.95.  In reliance upon the best information  available to management
as  provided by the  inventor,  approximately  3,500 units were sold,  primarily
during the period from 1992 through  1994. We believe that the term "urinal" and
its use in the home is now more common place than during the test marketing done
by the inventor in the early 1990s.  As of the last two years there have been at
least two featured articles in the Wall Street Journal  discussing the return of
urinals to the marketplace, including new designs and their use in the home.    

Competition                                                                     

     Management  believes that are currently  four or five  companies  marketing
products  similar to the LiL Marc.  These  products  range from  simple  colored
floating  targets to complex molded  adaptations that are attached to the toilet
bowl. There is one other free standing urinal in the marketplace,  but its price
point and  production  costs far exceed  the LiL Marc and its design  limits its
portability.  Management  assumes that most of these  companies  are larger than
LILM with longer  histories of operation  and greater  financial  and  personnel
resources. Also, most competitors have established some market share in the same
market in which the Company is competing. The ability to penetrate these markets
depends on many factors including, but not limited to the Company ability to:   

     o   continue to obtain sufficient  capital to enhance and broaden marketing
efforts;                                                      

     o   develop new and improved  products  such as  accessories,  products for
older boys and related products for little girls;             

o   obtain and retain necessary management and advisory personnel; and

o   establish a comprehensive cost efficient marketing plan.          

     The Company anticipates that the principal competition to the LiL Marc is a
wide variety of standard  potty  trainers  "potties"  designed for either little
boys or girls.  Management believes that this is due to the fact that the public
is unaware of a training  urinal  designed  especially for training little boys.
These potties are available in a wide variety of sizes and color and are able to
stand alone or attach to the toilet basin.                                      

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Research and Development                                                        

     Presently, the Company is not allocating funds for research and development
activities to develop new products or technology. Management does not anticipate
allocating  funds for primary  research  in the  immediate  future.  The Company
intends to limit  development  activities  to  improving  the  existing LiL Marc
product,  its production  costs and the possible  development  of  complimentary
accessories. Management believes that future LiL Marc accessories, once properly
sourced,  would be relatively  inexpensive  and their addition could enhance the
overall experience when using the product. Accessories can also help in creating
product loyalty and may also allow the Company to increase the suggested  retail
price.  However,  it will still be difficult  for the Company to explore any new
products and  accessories  until such time as revenues  from the sale of the LiL
Marc have provided sufficient capital reserves to commence such a venture.      

Patents and Trademarks                                                          

     The inventor of the LiL Marc applied for and, on July 16, 1991, was granted
a patent relating to the LiL Marc Training Urinal (U.S.  Patent Number 318,325).
The rights to the patent,  the trade name LiL Marc and the right to  manufacture
the product  were  subsequently  assigned by the  inventor to LiL Marc,  Inc. in
November 1997. LiL Marc, Inc.  subsequently  assigned the patent, trade name and
rights to manufacture  to LILM on December 30, 1999.  The Company  submitted the
Patent  Assignment  to the United States Patent Office and on February 10, 2000,
the  assignment  was  recorded in the Patent  Office.  On February  25, 2005 the
Company  submitted a  subsequent  Patent  Assignment  to the United Sates Patent
Office conveying the patent rights to the Company's wholly owned subsidiary, LiL
Marc, Inc., a Utah corporation. In connection with the assignment of the patent,
the Company's  subsidiary,  will pay to James Curt McKiney,  the inventor of the
LiL Marc training urinal,  an ongoing royalty of $0.25 per urinal sold, due each
year on March 31 beginning in 2005.                                             

     On July 16, 2005 the design patent for the LiL Marc training urinal expired
and as of this  date the  Company  has not yet  applied  for a new  patent  with
modifications  to the LiL Marc's design.  Management is evaluating the available
options for making any new filing. At this time the Company is relying on public
domain,   which  is  very  limited,  in  copyright  materials  and  the  complex
engineering in the current  production molds for product  protection against any
copy of the  product.  Management  believes  that a  substantial  investment  in
production,  marketing  and  packaging  would be  necessary  to bring a  similar
product  to the  market.  Presently,  the  Company  does not  anticipate  filing
additional patent applications if new and/or improved products are developed.   

     There can be no assurance that any future patent  applications  will result
in patents  being issued or that the  existing  patent,  or any new patents,  if
issued, will afford any meaningful protection from competitors.  Also, there can
be no assurance that the Company will have the financial  resources necessary to
enforce  any patent  rights it may hold.  The  Company is not aware of any claim
that its patent may infringes, or will infringe any existing patent. However, in
the event such a claim is made and the  Company  is  unsuccessful  against  such
claim,  the Company may be required to obtain  licenses to such other patents or
proprietary technology in order to develop,  manufacture or market its products.
There can be no assurance  that the Company will be able to obtain such licenses
on  commercially  reasonable  terms or that the patents  underlying the licenses
will be valid and enforceable.                                                  

Employees and Compensation                                                      

     The Company presently have one full-time employee, our President, George I.
Norman III, and  anticipates  that he will devote a minimum of 20 hours per week
to company business. Laurie Norman, the Company's  Secretary/Treasurer continues
to assists Mr. Norman when needed as an office manager. The Company also has one

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part-time  laborer and will  continue to rely on  part-time  help for office and
secretarial work and labor for packaging,  shipping and inventory  control.  The
Company may also use the services of certain outside consultants and advisors as
needed on a contract  basis.  The  Company's  web design  and  packaging  art is
contracted  for with third  parties.  When the Company has generated  sufficient
revenues it will consider  hiring  additional  employees.  It is not anticipated
that the Company will have to make significant  payroll  expenditures until such
time as sales of the LiL Marc exceed 500 units per month.                       

     The board of directors has considered an employee bonus,  profit sharing or
deferred  compensation  plan,  however  no  such  plans  are  anticipated  to be
finalized in the  immediate  future.  The Company  does not have any  employment
contract with any director or employee.                                         

Facilities                                                                      

     The Company's  facilities  consist of a corporate general office located at
1390  South  1100  East,  #204,  Salt  Lake  City,  Utah  84105,  consisting  of
approximately  440 square feet situated in a professional  office  building with
some additional room for product and supply storage. The Company is conveniently
located  near a FedEx  Kinkos  and US Post  office  for order  fulfillment.  The
facilities  are on a shared  arrangement  at a base rate of $200 per month  plus
utilities and storage as needed. Management believes that the current facilities
are adequate for the immediate  future.  Additionally,  the Company uses storage
facilities for inventory located at a local mini warehouse  facility in the Salt
Lake City at a cost of $100 per month.  This  facility  has the capacity to hold
approximately 5,000 LiL Marcs.                                                  

Industry Segments                                                               

     No information is presented  regarding  industry  segments.  The Company is
presently  engaged in the production  and marketing of a plastic  porcelain boys
toilet-training  device  and has no  current  plans to  participate  in  another
business or industry.  Reference is made to the  statements  of income  included
herein in response to Part F/S of this Form 10-SB for a report of the  Company's
operating history for the past two fiscal years.                                

Risk Factors Related to the Company's Business                                  

     The  Company  is  subject  to certain  substantial  risks  inherent  in its
business  and set forth or  referred  to herein.  Prospective  investors  in the
Company's securities should carefully consider, among other potential risks, the
following risk factors as well as all other information set forth or referred to
herein  before  considering  an investment  in the  Company's  common stock.  An
investment in the Company's shares involves a high degree of risk. If any of the
following events or outcomes  actually occurs,  business  operating  results and
financial  condition would likely suffer. As a result,  the trading price of its
common  stock could  decline  and an investor  may lose all or part of the money
they paid to purchase their shares.                                             

     The Company has a limited operating history and has not recorded  operating
     profits  since  its  inception.   Continuing  losses  may  exhaust  capital
resources and force the Company to discontinue operations.            
     ---------------------------------------------------------------------------

     Although the Company was  incorporated in 1999, it has a limited  operating
history and has  incurred  net losses  since  inception.  From its  inception in
December  1999 through  December 31, 2005,  the Company has incurred  cumulative
losses of approximately $68,766. There can be no assurance that the Company will
produce  future  material  revenues or achieve  profitability  in the  immediate
future  or at any  time for the  Company  or its  stockholders  or that any such
business will operate on a profitable  basis.  The potential to generate profits
from the Company's business depends on many factors, including the following:   

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     o   the ability to secure adequate  funding to increase  marketing and fund
future production of its products;                            

     o   the size and timing of future  customer  orders,  product  delivery and
customer acceptance, if required;                             

o   the costs of maintaining and expanding operations; and            

     o   the ability to attract  and retain a  qualified  work force as business
warrants.                                                     

     There can be no  assurance  that the Company will be able to achieve any of
the foregoing factors or realize profitability in the immediate future or at any
time.                                                                           

     In order to continue  business,  the Company may have to secure  additional
     capital.  Additional  required  capital may not be available at  attractive
     terms which would have a material negative effect on the company's business
and operating results.                                                
     ---------------------------------------------------------------------------

     In the event the  Company  needs  additional  funds in order to continue or
increase  its  current  business  operations,  it may not be able to secure such
funding.  In the past the  Company's  has been  dependent on funds raised in its
initial  public  offering  and  the  infusion  of  capital  from  directors  and
stockholders in order to continue its business. Currently,  management estimates
recurring annual total expenses to be approximately $20,000.  Management further
expects that general,  administrative and other operating expenses will increase
substantially as the Company  accelerates  efforts to expand its business and to
satisfy increased reporting and stockholder communications obligations under the
securities laws.                                                                

There can be no  assurance  that the  Company  will be able to obtain  necessary
funds required to continue  operations,  or that such funds will be available on
favorable terms  favorable,  or at all. If the Company borrow funds it will have
to pay interest and may also have to agree to restrictions  that limit operating
flexibility.  In addition,  the Company's cash  requirements may vary materially
from  those now  anticipated  by  management.  These  changes  may be due to the
results of business  expansion,  potential  changes in capital and debt markets,
terms on which financing can be obtained, competitive factors and other factors.
If  adequate  funds are not  available,  the  Company may be required to curtail
operations  which  would  have a  negative  effect  on the  Company's  financial
condition.                                                                      

     The  Company may not be able to expand the market for its  products,  which
could cause its business to fail.                                     
     ---------------------------------------------------------------------------

     It is  management's  intention to expand the  Company's  current  products,
explore the possibility of marketing complementary baby products and the area in
which it markets products,  but only as ongoing business conditions warrant and,
if necessary,  funds are available.  The Company presently operates in a limited
geographical marketing area in and via the Internet. In order to expand the area
in  which  the  Company  operates,  it  must  expand  its  facilities,  purchase
additional  equipment and retain  additional  personnel.  Also,  there can be no
assurance that if the Company's does expand into new areas,  that such expansion
will be successful or that the business  generated  form the addition of markets
will warrant the expenses necessary to facilitate the expansion.  If the Company
is unable to successfully  expand its marketing area and products  offered,  its
business may not be able to grow, or it may possibly  decrease which will have a
negative impact on future operations.                                           

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     The industry in which the Company operates is highly  competitive and could
     affect  results of  operations,  which would make  profitability  even more
difficult to achieve and sustain.                                     
     ---------------------------------------------------------------------------

     The baby products and related products  industry is highly  competitive and
is marked by many competitors and potential  competitors,  may of which are much
larger with much greater financial resources such as Fisher-Price. Most existing
and potential  competitors  also have larger market share and larger  production
capability,  which may enable them to establish a stronger  competitive position
than the Company has, in part through greater  marketing  opportunities.  If the
Company  fails to  compete  effectively  with  these  businesses  or to  address
competitive  developments  quickly and effectively,  it will not be able to grow
its business or remain a viable entity.                                         

     The Company's  business could be adversely affected by any adverse economic
   developments in the baby products industry and/or the economy in general.
     ---------------------------------------------------------------------------

     The Company depends on the perceived  ongoing demand for its baby products,
which may be  subject  to  trends in  discretionary  spending  by the  consumer.
Therefore,  future  business is  susceptible  to downturns in the baby  products
industry and the economy in general.  Any significant  downturn in the market or
in general economic conditions would likely hurt the Company's business.        

Management will devote only minimal time to the Company.              
     ---------------------------------------------------------------------------

     Presently,  the Company's three directors have other full time  obligations
and will  devote  only such time to the  Company  as  necessary,  except for the
Company's  President who will devote  approximately 20 hours per week. The other
directors  will  devote  only such time to the  Company as may be  required as a
member of the Board of Directors. Thus, because of their other time commitments,
management  anticipates  that they will devote only a minimal  amount of time to
the Company, at least until such time as business warrants devoting more time.  

 Effective voting control of the Company is held by its three directors.
     ---------------------------------------------------------------------------

     The Company's three directors own in the aggregate approximately 73% of the
outstanding voting securities of the Company. No other person owns as much as of
10% of the outstanding shares. Accordingly,  the current directors will have the
ability to elect all of the Company's directors, who in turn elect all executive
officers, without regard to the votes of other stockholders.                    

Currently there is no active market for the Company's common stock.   
     ---------------------------------------------------------------------------

     Although the Company's shares are quoted in the NASD Pink Sheets,  there is
not  currently  an  active  trading   market  for  the  shares.   Following  the
effectiveness  of this  registration  statement,  the Company intends to request
that a  broker-dealer  / market maker submit an application to make a market for
the  Company's  shares  on the OTC  Bulletin  Board.  However,  there  can be no
assurance that the application  will be accepted or that any trading market will
ever  develop or be  maintained  on the OTC Bulletin  Board,  pink sheets or any
other recognized  trading market or exchange.  Any trading market for the common
stock that may  develop in the future  will most  likely be very  volatile,  and
numerous factors beyond the control of the Company may have a significant effect
on the market. Only companies that report their current financial information to
the SEC may have their securities included on the OTC Bulletin Board. Therefore,
only upon the effective date of this  registration  statement will the Company's
shares become eligible to be quoted on the OTC Bulletin Board. In the event that
the Company loses this status as a "reporting  issuer," any future  quotation of
its common stock on the OTC Bulletin Board may be jeopardized.                  

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     The so called "penny stock rule" could make it  cumbersome  for brokers and
     dealers to trade in the  Company's  common  stock,  making the market  less
liquid which could have a negative effect on the price of the shares. 
     ---------------------------------------------------------------------------
     Trading in the Company's  common stock is subject to certain  provisions of
the Exchange Act,  commonly referred to as the "penny stock" rule. A penny stock
is generally defined to be any equity security that has a market price less than
$5.00 per share, subject to certain exceptions. If the Company's stock is deemed
to be a penny  stock,  trading  will be subject  to  additional  sales  practice
requirements on broker-dealers. These may require a broker-dealer to:           

    o   make a special suitability determination for purchasers of the shares;

     o   receive the purchaser's written consent to the transaction prior to the
purchase; and                                                 

     o   deliver to a prospective purchaser of the Company's shares prior to the
         first  transaction,  a risk disclosure  document  relating to the penny
stock market.                                                 

     Consequently,  penny stock rules may restrict the ability of broker-dealers
to  trade  and/or  maintain  a  market  in the  Company's  common  stock.  Also,
prospective  investors  may  not  want  to  get  involved  with  the  additional
administrative  requirements,  which may have a material  adverse  effect on the
trading of the Company's shares.                                                

     The Company  has never paid a dividend  and does not intend to do so in the
immediate future.                                                     
     ---------------------------------------------------------------------------

     The Company has never paid cash  dividends and has no plans to do so in the
foreseeable  future.  Any  future  dividend  policy  will be  determined  by the
Company's Board of Directors and will depend upon a number of factors, including
the  Company's  financial  condition and  performance,  cash needs and expansion
plans, income tax consequences, and the restrictions that applicable laws and/or
credit arrangements may impose.                                                 

ITEM 2.       Management's Discussion and Analysis or Plan of Operation         

     The  following   information   should  be  read  in  conjunction  with  the
consolidated  financial  statements  and notes thereto  appearing as Part F/S of
this Form 10-SB.                                                                

     The Company is  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  this
registration  statement,  have  been  paid for by  proceeds  from the  Company's
initial public offering and from advances from a stockholder of the Company.  It
is anticipated that the Company will require approximately $20,000 over the next
12  months  to fund the  Company's  operations  and to  maintain  the  corporate
viability of the Company.  Management  believes that  necessary  funds will most
likely be  provided  by  revenues,  but if it is unable to  generate  sufficient
revenues it may have to rely on funds form directors and/or  stockholders in the
future.                                                                         

Results of Operations                                                           

     The Company  realized  revenues of $1,515 for the year ended  December  31,
2005 compared to revenues of $11,418 for the year ended  December 31, 2004.  The
decrease  in sales  during  2005 is  attributed  to  termination  of a marketing
agreement.  Total expenses for 2005 were $14,207,  compared to $14,149 for 2004.

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The increase in 2005 is  attributed  to an increase in  administrative  expenses
from  $10,863  in 2004 to  $12,624  in 2005 due to moving  all of the  Company's
operations to Utah.  The Company  realized a net loss of $12,692 during the year
ended  December 31, 2005  compared to a loss of $1,731 in 2004.  The increase in
net loss is directly attributed to the decreased revenues in 2005.              

Liquidity and Capital Resources                                                 

     Because the Company  currently  has only minimal  revenues and limited cash
reserves,  it  anticipates  that  it may  have  to  rely  on its  directors  and
stockholders to pay its expenses until such time it realizes  adequate  revenues
from the production  and sales of its baby products.  There is no assurance that
the Company will be able to generate  adequate  revenues in the immediate future
to satisfy its cash needs. At December 31, 2005, the Company had cash on hand of
$21,530 and total stockholder' equity of $16,952.                               

     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,  the  Company  will  actively  pursue  expanded
marketing   activities  for  its  baby  products  business.   This  may  include
approaching  retail  outlets  in an  attempt  to have them  carry the  Company's
products. It may also entail an increase in advertising and/or the attendance at
baby products show, if adequate  funds are available.  Because the Company lacks
immediate  necessary  funds,  it may  be  necessary  for  the  directors  and/or
stockholders  to either advance funds to the Company or to accrue expenses until
such time as it can attain a meaningful level of production.  Management intends
to hold expenses to a minimum and to obtain services on a contingency basis when
possible.  Further,  the Company's  directors will defer any compensation  until
such time as business warrants the payment of such.                             

     The  Company  immediate  plan is to  focus  its  marketing  efforts  to the
Internet and other  advertising  that will enhance mail orders and phone orders.
Although  the  Company  intends  to  explore   alternative   marketing  methods,
management  believes that the most potential for the Company's  business for the
immediate future will be the Internet.                                          

     After paying certain costs and expenses  related to ongoing  administrative
costs and the associated  professional fees, including the cost of preparing and
filing  this  registration  statement,  management  estimates  that it will have
sufficient  funds to  operate  for the next six to twelve  months.  If  business
revenues do not provide enough funds to continue operations, it may be necessary
for the Company 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 terms acceptable to the Company, or at all.                                  

     Because the Company  contracts for  production  of its products,  it is not
expected that the Company will have to make any significant capital expenditures
for new  equipment or other assets during 2006.  If  additional  equipment  does
become  necessary,  the  Company  believes  that it may  have  to  seek  outside
financing to acquire the equipment.                                             

     Currently,  the Company has three  employees;  its  President  that devotes
approximately  20 hours per week to the Company's  business,  its Secretary that
assists  on an  as-needed  basis  and a  part-time  laborer  for  packaging  and
shipping.  Management  believes  that these  employees  will be adequate for the
foreseeable future, or until the Company's production reaches a level to justify
additional employees.  Further, the Company believes that in the event increased
business necessitates additional employees,  the Company will be able to pay the
added expenses of these employees from increased revenues.                      

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     Our plan of  operations  for the next twelve months will focus on enhancing
our Internet  website and  building a customer  base for our  products.  This 12
month plan of operations includes our goals of                                  

o   increasing revenues from sales of our baby products;              

o   expanding the Company's current marketing current area;           

     o   expanding  the Internet  business to be able to attract new  customers,
         regardless  of location,  which will create an expanded  mail and phone
order business;                                               

     o   hiring  additional  employees  and/or  independent  contractors  if the
         Company is successful in expanding its business and adequate  funds are
available; and                                                

o   attaining profitability.                                          

     To achieve these goals during the next twelve months,  the Company  intends
to exploit  its  website  to the extent  possible  and  create new  business  by
advertising,  as funds  permit.  Management  believes  that  these  plans can be
successfully implemented.                                                       

Net Operating Loss                                                              

     The Company has  accumulated  approximately  $68,766 of net operating  loss
carryforwards  as of December  31, 2005.  This loss carry  forward may be offset
against taxable income and income taxes in future years and expires  starting in
the year 2021  through  2025.  The use of these losses to reduce  future  income
taxes will depend on the  generation of sufficient  taxable  income prior to the
expiration  of the net  operating  loss  carryforwards.  In the event of certain
changes  in  control,  there will be an annual  limitation  on the amount of net
operating  loss  carryforwards  which can be used.  The  income  tax  benefit of
approximately $21,000 from the carryforward has been fully offset by a valuation
reserve  because the use of the future tax benefit is doubtful since the Company
has not started full operations.                                                

Recent Accounting Pronouncements                                                

     In January 2003, the Financial  Accounting Standards Board, or FASB, issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities,
which addresses the  consolidation of business  enterprises  (variable  interest
entities),  to  which  the  usual  condition  of  consolidation,  a  controlling
financial  interest,  does not apply.  FIN 46  requires  an entity to assess its
business  relationships to determine if they are variable interest entities.  As
defined  in FIN 46,  variable  interests  are  contractual,  ownership  or other
interests in an entity that change with changes in the entity's net asset value.
Variable  interests in an entity may arise from financial  instruments,  service
contracts,  guarantees,  leases or other arrangements with the variable interest
entity.  An entity that will absorb a majority of the variable interest entity's
expected  losses  or  expected  residual  returns,  as  defined  in FIN  46,  is
considered the primary  beneficiary of the variable interest entity. The primary
beneficiary must include the variable interest entity's assets,  liabilities and
results  of  operations  in its  consolidated  financial  statements.  FIN 46 is
immediately  effective for all variable  interest entities created after January
31,  2003.  For  variable  interest  entities  created  prior to this date,  the
provisions  of FIN 46 were  originally  required to be applied no later than the
first  quarter of Fiscal  2004.  On October 8, 2003,  the FASB issued FASB Staff
Position  (FSP)  FIN  46-6,  Effective  Date  of  FASB  Interpretation  No.  46,
Consolidation of Variable Interest Entities. The FSP provides a limited deferral
(until the end of the second  quarter of 2004) of the  effective  date of FIN 46
for certain  interests  of a public  entity in a variable  interest  entity or a
potential variable interest entity. Management will continue to evaluate FIN 46,
but due to the complex nature of the analysis required by FIN 46, management has
not  determined  the impact on  consolidated  results of operations or financial
position.                                                                       
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     In April 2003, the FASB issued Statement of Financial  Accounting Standards
(SFAS) SFAS No. 149,  Amendment of Statement 133 on Derivative  Instruments  and
Hedging Activities.  SFAS No. 149 amends and clarifies accounting for derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for hedging  activities under SFAS No. 133. In particular,  this
Statement  clarifies  under what  circumstances  a contract  with an initial net
investment  meets  the  characteristic  of a  derivative  and when a  derivative
contains a financing  component that warrants special reporting in the statement
of cash flows.  The Company adopted this standard for contracts  entered into or
modified  after  June 30,  2003.  The  adoption  of SFAS No.  149 did not have a
material impact on the Company's consolidated results of operations or financial
position.                                                                       

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
requires certain financial instruments that embody obligations of the issuer and
have  characteristics  of  both  liabilities  and  equity  to be  classified  as
liabilities. The Company adopted this standard for financial instruments entered
into or modified after May 31, 2003. The adoption of SFAS No. 150 did not have a
material impact on the Company's consolidated results of operations or financial
position.                                                                       

     On December 16, 2004 the FASB issued SFAS No. 123(R),  Share-Based Payment,
which is an amendment to SFAS No. 123, Accounting for Stock-Based  Compensation.
This new standard eliminates the ability to account for share-based compensation
transactions   using  Accounting   Principles  Board  ("APB")  Opinion  No.  25,
Accounting  for  Stock  Issued  to  Employees,   and  generally   requires  such
transactions  to be  accounted  for  using  a  fair-value-based  method  and the
resulting  cost  recognized  in the financial  statements.  This new standard is
effective  for awards that are  granted,  modified or settled in cash in interim
and annual periods beginning after June 15, 2005. In addition, this new standard
will apply to unvested  options granted prior to the effective date.  Management
will adopt this new standard  effective for the fourth  fiscal  quarter of 2005,
and has not yet determined  what impact this standard will have on the Company's
financial position or results of operations.                                    

     In  November  2004,  the FASB issued  SFAS No.  151,  Inventory  Costs - an
amendment of ARB No. 43,  Chapter 4. This  Statement  amends the guidance in ARB
No. 43, Chapter 4,  "Inventory  Pricing," to clarify the accounting for abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage).  Paragraph  5 of ARB 43,  Chapter 4,  previously  stated that ". . .
under  some  circumstances,  items  such as  idle  facility  expense,  excessive
spoilage,  double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges.  . . ." This Statement  requires that those
items be recognized as  current-period  charges  regardless of whether they meet
the  criterion of "so  abnormal."  In addition,  this  Statement  requires  that
allocation of fixed production  overheads to the costs of conversion be based on
the normal  capacity of the production  facilities.  This statement is effective
for inventory  costs incurred during fiscal years beginning after June 15, 2005.
Management  does not  believe  the  adoption  of this  Statement  will  have any
immediate material impact on the Company.                                       

     In December 2004, the FASB issued SFAS No. 152,  Accounting for Real Estate
Time-sharing  Transactions,  which amends FASB statement No. 66,  Accounting for
Sales of Real Estate,  to  reference  the  financial  accounting  and  reporting
guidance  for real estate  time-sharing  transactions  that is provided in AICPA
Statement  of Position  (SOP)  04-2,  Accounting  for Real  Estate  Time-Sharing
Transactions.  This statement also amends FASB Statement No. 67,  Accounting for
Costs and Initial Rental  Operations of Real Estate Projects,  to state that the
guidance  for (a)  incidental  operations  and (b) costs  incurred  to sell real
estate  projects does not apply to real estate  time-sharing  transactions.  The
accounting  for those  operations  and costs is subject to the  guidance  in SOP
04-2.  This  Statement is effective  for financial  statements  for fiscal years
beginning  after  June  15,  2005.  Management  believes  the  adoption  of this
Statement will have no impact on the financial statements of the Company.       
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In December 2004, the FASB issued SFAS No.153,  Exchange of Nonmonetary  Assets.
This Statement addresses the measurement of exchanges of nonmonetary assets. The
guidance in APB Opinion No. 29,  Accounting  for  Nonmonetary  Transactions,  is
based on the principle that  exchanges of nonmonetary  assets should be measured
based on the fair value of the assets  exchanged.  The guidance in that Opinion,
however,  included certain  exceptions to that principle.  This Statement amends
Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary  assets  that  do not  have  commercial  substance.  A  nonmonetrary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange.  This Statement is
effective for financial  statements  for fiscal years  beginning  after June 15,
2005. Earlier  application is permitted for nonmonetary asset exchanges incurred
during  fiscal  years  beginning  after the date of this  statement  is  issued.
Management  believes the adoption of this  Statement  will have no impact on the
financial statements of the Company.                                            

Forward Looking and Cautionary Statements                                       

     This registration statement 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 the Company's  future plans of  operations,  business  strategy,
operating results,  and financial  position.  The Company 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 the Company's control,
include:                                                                        

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

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

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

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

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

     o   future capital  requirements  and the Company's  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  the  Company's  future,  which could cause actual
results to differ materially from the forward-looking statements made herein.   

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ITEM 3.       Description of Property                                           

The Company does not presently own any property.                      

ITEM 4.       Security Ownership of Certain Beneficial Owners and Management    

     The following  table sets forth  information,  to the best of the Company's
knowledge,  as of December  31,  2005,  with respect to each person known by the
Company to own beneficially  more than 5% of the outstanding  common stock, each
director and all directors and officers as a group.                             

                                                                [Download Table]

Name and Address                       Amount and Nature of    Percent  
of Beneficial Owner                    Beneficial Ownership  of Class(1)
--------------------                   --------------------  -----------
                                                                        
Alewine Limited Liability Company (2)          1,863,275          72%   
  3305 West Spring Mountain Rd. #60                                     
  Las Vegas, NV 89102                                                   
Jessie Scott Bean                                20,000            1%   
  8313 Aspenbrook                                                       
  Las Vegas, NV 89145                                                   
All directors and officers as                  1,883,275          73%   
  a group (3 persons)                                                   

*  Director and/or executive officer                                

     Note:    Unless otherwise indicated, the Company has been advised that each
              person  above has sole  voting  power  over the  shares  indicated
above.                                              

     (1) Based upon 2,583,750 shares of common stock outstanding on December 31,
2005.                                                         

     (2) Alewine Limited Liability Company is a Nevada limited liability company
         managed by Mr.  Norman,  the  Company's  President,  through  which his
         self-employment  consulting  business  is  conducted.  Alewine  Limited
         Liability  Company is owned by George  Norman and  Laurie  Norman,  the
         Company's  Secretary.  By  resolution  of its members,  Mr.  Norman has
voting and investment control over Alewine.                   

ITEM 5.       Directors, Executive Officers, Promoters and Control Persons      

The executive officers and directors of the Company are as follows:   

Name                 Age            Position        
----                 ---            --------        
        George I. Norman III       51       President, Chief Executive Officer
                          and Director
        Laurie J. Norman           43       Secretary / Treasurer and Director
Jessie Scott Bean          50       Director                  
---------------------------                                                     
     All directors hold office until the next annual meeting of stockholders and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof,  but directors are entitled to be reimbursed for expenses  incurred for
attendance at meetings of the Board and any committee of the Board. However, the
directors  may  defer  their  expenses  and/or  take  payment  in  shares of the
Company's  common  stock.  As of the date  hereof,  no director  has accrued any
expenses  or  compensation.  Officers  are  appointed  annually  by the Board of
Directors and each executive  officer serves at the discretion of the Board. The
Company does not have any standing committees.                                  

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     No director,  officer, affiliate or promoter of the Company has, within the
past five years,  filed any bankruptcy  petition,  been convicted in or been the
subject of any pending criminal  proceedings,  or is any such person the subject
or any  order,  judgment,  or decree  involving  the  violation  of any state or
federal securities laws.                                                        

     Directors currently devote only such time to company affairs as needed. The
time  devoted  could  amount to as little as 1% of the time they devote to their
own business affairs, or if business conditions  ultimately warrant,  they could
possibly elect to devote their full time to our business.  Presently,  there are
no other persons whose activities are material to our operations.               

     Currently, there is no arrangement,  agreement or understanding between the
Company's management and non-management  stockholders under which non-management
stockholders  may  directly  or  indirectly  participate  in  or  influence  the
management of the  Company's  affairs.  Present  management  openly  accepts and
appreciates any input or suggestions from the Company's  stockholders.  However,
the Board of Directors is elected by the stockholders and the stockholders  have
the ultimate say in who represents them on the Board. There are no agreements or
understandings  for any  officer  or  director  of the  Company to resign at the
request of another  person and none of the current  offers or  directors  of the
Company  are  acting on behalf  of,  or will act at the  direction  of any other
person.                                                                         

     The business experience of each of the persons listed above during the past
five years is as follows:                                                       

     George I. Norman,  III attended the  University  of Utah from 1973 to 1975,
studying  general  education,  accounting,  business  and  finance.  Mr.  Norman
returned to the  University  in 1979 and  continued  his studies in  humanities,
science,  and finance. Mr. Norman has been self-employed since 1979 in Salt Lake
City,  Utah, as a financial and marketing  consultant.  He was the President and
director  from  1999 to 2004 of  Treasure  Mountain  Holdings,  Inc.,  a  public
development stage company which later became Vyteris Holdings, Inc. From 1997 to
2000  Mr.  Norman  was  President  and  director  of LiL  Marc,  Inc.,  a public
development  stage company  developing  child products  through its wholly owned
subsidiary,  LILM, Inc. In May 2000, Mr. Norman sold his controlling interest in
LiL Marc to Com Vest  Capital  Partners LLC and then  purchased  from LiL Marc a
100%  interest in LILM,  Inc. He is married to Laurie J. Norman,  the  Company's
Secretary-Treasurer.                                                            

     Laurie J. Norman  graduated  in 1985 from Adams  State  College in Alamosa,
Colorado,  with a Bachelor of Science  degree in biology.  She studied German at
the Goethe  Institute in Murnau,  Republic of Germany in 1990.  Mrs.  Norman has
worked with children and adults as a ski instructor in the United States and New
Zealand since 1981.  Mrs. Norman also worked in the main offices of the Alta ski
resort. Laurie J. Norman is the wife of George I. Norman, III, our president.   

     Jessie Scott Bean has been employed  since July 2001 as a  salesperson  for
time shares at Consolidated Resorts in Las Vegas, Nevada. From June 2000 to June
2001, Mr. Bean was a salesperson of vacation  packages for Vacation  Consultants
International in Las Vegas, and from 1998 to 2000, he was a licensed auction and
wholesale  salesperson for Donkey Motors,  also in Las Vegas. From 1997 to 1998,
Mr.  Bean  was  a  salesperson  of  vacation  packages  for  Global  Odyssey  in
Pleasanton,  California,  and from 1996 to 1997, he was an auto  salesperson for
Willden Pride Dodge in Las Vegas.  Mr. Bean  graduated from Clark High School in
Las Vegas.                                                                      
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ITEM 6.       Executive Compensation                                            

     The Company has not had a bonus, profit sharing,  or deferred  compensation
plan for the benefit of its employees,  officers or directors.  Both  production
and marketing are the responsibility of George Norman. We anticipate that during
2006 Mr. Norman will devote a minimum of 20 hours per week to Company  business,
for  which  his   salary   will  be  $1,000  per   month.   Laurie   Norman  our
Secretary/Treasurer  continues  to assists  Mr.  Norman when needed as an office
manager.                                                                        

     The Company has not paid any salaries or other compensation to its officers
or directors  for their  service on the Board of  Directors  for the years ended
December  31,  2005 and 2004.  Further,  the  Company  has not  entered  into an
employment  agreement  with any of its officers,  directors or any other persons
and no such agreements are anticipated in the immediate  future.  It is intended
that the  Company's  directors  will defer any  compensation  until such time as
business operations provide sufficient cash flow to provide for salaries.  As of
the date hereof, no person has accrued any compensation.                        

ITEM 7.       Certain Relationships and Related Transactions                    

     There have been no material  transactions  during the past two fiscal years
between the Company and any officer, director, nominee for election as director,
or any  stockholder  owning  greater  than five  percent  (5%) of the  Company's
outstanding  shares,  nor  any  member  of  the  above  referenced  individuals'
immediate families.                                                             

     In June 2000 the Company's President,  Mr. Norman,  through Alewine Limited
Liability  Company,  a limited  liability  company  owned by George  and  Laurie
Norman,  acquired  1,000,000  shares of LILM common  stock from LiL Marc,  Inc.,
formerly the parent company of LILM, by transferring  to LiL Marc, Inc.  100,000
shares of LiL Marc, Inc.  common stock valued at $.25 per share.  LILM owned the
patent to the LiL Marc,  existing  inventory  and the  plastic  injection  molds
necessary to manufacture the LiL Marc product. In 2001, the Company sold 820,000
shares  of common  stock for the cash  consideration  of  $20,500,  or $.025 per
share.  Of these  shares,  Alewine owns 800,000  shares and Mr. Bean owns 20,000
shares.                                                                         

     The  Company's  officers  and  directors  are  subject to the  doctrine  of
corporate  opportunities only insofar as it applies to business opportunities in
which the  Company has  indicated  an  interest,  either  through  its  proposed
business  plan  or by way of an  express  statement  of  interest  contained  in
corporate minutes.  If directors are presented with business  opportunities that
may  conflict  with  business   interests   identified  by  the  Company,   such
opportunities  must be promptly  disclosed  to the Board of  Directors  and made
available to the  Company.  In the event the Board  rejects such an  opportunity
presented,  and only in that event, any officer or director may avail themselves
of such an opportunity.  Every effort will be made to resolve any conflicts that
may arise in favor of our  company.  There can be no  assurance,  however,  that
these efforts will be successful.                                               

ITEM 8.       Description of Securities                                         

Common Stock                                                                    

     The Company is authorized to issue 25 million  shares of common stock,  par
value $.001 per share, of which  2,583,750  shares are issued and outstanding as
of the date hereof.  All shares of common stock have equal rights and privileges
with respect to voting,  liquidation and dividend  rights.  Each share of common
stock entitles the holder thereof to                                            

     (i) one  non-cumulative  vote for each share held of record on all  matters
submitted to a vote of the stockholders;                      

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    (ii) to participate equally and to receive any and all such dividends as may
         be declared by the Board of Directors  out of funds  legally  available
therefor; and                                                 

(iii) to participate pro rata in any  distribution  of assets  available  
for distribution upon liquidation of the Company.             

     Stockholders of the Company have no preemptive rights to acquire additional
shares of common stock or any other securities.  The common stock is not subject
to redemption and carries no subscription or conversion  rights. All outstanding
shares of common stock are fully paid and non-assessable.                       

 PART II

ITEM 1.        Market Price of and Dividends on the  Registrant's  Common Equity
and Related Stockholder Matters                   

     The Company's common stock is currently included on the "pink sheets" under
the symbol "LILM,"  although there has not been an active trading market for the
shares.  Upon the  effectiveness  of this  registration  statement,  the Company
intends to request that a  broker-dealer / market maker submit an application to
the NASD in order to make a market for the  Company's  shares and for the shares
to be quoted on the OTC Bulletin Board.  The Company's  application will consist
of current corporate  information,  financial  statements and other documents as
required by Rule 15c2-11 of the  Securities  Exchange Act.  Inclusion on the OTC
Bulletin  Board will permit  price  quotations  for the  Company's  shares to be
published by such service.  There can be no assurance that the application  will
be  accepted  or that the  shares  will be traded in the  public  market.  Also,
secondary  trading of the  Company's  shares  may be  subject  to certain  state
imposed  restrictions.  Except for being  included in the pink sheets and making
applying  to have its  shares  quoted on the OTC  Bulletin  Board,  there are no
plans, proposals,  arrangements or understandings with any person concerning the
development of a trading market in any of the Company's securities.             

     The  ability  of  individual  stockholders  to  trade  their  shares  in  a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuer's  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to  trade  in that  state.  Presently,  the  Company  has no plans to
register its securities in any particular state.  Further,  the Company's shares
most likely will be subject to the  provisions  of Section 15(g) and Rule 15g- 9
of the Exchange Act,  commonly  referred to as the "penny  stock" rule.  Section
15(g) sets forth certain  requirements for transactions in penny stocks and Rule
15g-9(d)(1)  incorporates  the  definition  of penny  stock as that used in Rule
3a51-1 of the Exchange Act.                                                     

     The SEC generally  defines penny stock to be any equity security that has a
market  price  less than $5.00 per share,  subject to certain  exceptions.  Rule
3a51-1  provides  that any equity  security  is  considered  to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria  set by the SEC;  authorized  for  quotation on The
NASDAQ Stock Market;  issued by a registered  investment company;  excluded from
the  definition on the basis of price (at least $5.00 per share) or the issuer's
net tangible assets; or exempted from the definition by the SEC. Broker- dealers
who sell penny stocks to persons other than established customers and accredited
investors  (generally  persons  with  assets in excess of  $1,000,000  or annual
income exceeding $200,000,  or $300,000 together with their spouse), are subject
to additional sales practice requirements.                                      

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the

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purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements must be sent to clients  disclosing recent price information
for the penny stocks held in the account and  information  on the limited market
in  penny  stocks.  Consequently,  these  rules  may  restrict  the  ability  of
broker-dealers  to trade and/or maintain a market in the Company's  common stock
and may affect the ability of stockholders to sell their shares.                

     As of March 29,  2006,  there were 66  holders  of record of the  Company's
common stock,  which does not account for stockholders  whose shares may be held
in a brokerage  account or in other nominee name.  Because there has been only a
limited public trading market for the Company's  securities,  no trading history
is presented herein.                                                            

     The Company has not filed a registration statement under the Securities Act
and all of its  outstanding  shares of common  stock  were  issued  pursuant  to
exemptions  under that Act. In February 2003, the Company  completed an offering
of 763,750  shares of common stock to a total of 59 investors for gross proceeds
of $50,000.  The offering was made  pursuant to an exemption  from  registration
under the  Securities  Act provided by Regulation D, Rule 504 of the  Securities
Act.  Sales were made pursuant to an Offering  Memorandum  and an initial Form D
was filed  with the SEC on April  25,  2002 and an  amended  Form D was filed on
March 3, 2003 reporting the completion of the offering.                         

     As  provided  by Rule  502(d)  of  Regulation  D,  securities  acquired  in
transactions that satisfy the requirements set forth in Rule 504 are not subject
to the resale  limitations  set forth in Rule 502(d).  Accordingly,  the 763,750
shares issued pursuant to the Regulation D offering in 2003 are deemed not to be
"restricted"  securities,  unless held by an affiliate or control  person of the
Company.  The balance of 1,820,000 shares outstanding are considered  restricted
securities,  unless sold or  otherwise  transferred  pursuant to a  registration
statement under the Securities Act or pursuant to an appropriate  exemption from
registration.   Presently,   all  the  1,820,000  shares  remain  as  restricted
securities.  A total  of  1,863,275  of  these  restricted  shares  are  held by
affiliates or controlling  stockholder  of the Company and no restricted  shares
are held by  nonaffiliates.  Accordingly,  the  balance  of  720,475  shares are
considered freely tradeable and may be sold,  transferred or otherwise traded in
the  public  market  without  restriction,   unless  held  by  an  affiliate  or
controlling  stockholder  of  the  Company.   Because  all  of  the  outstanding
restricted shares have been issued and outstanding for more than two years, Rule
144 of the Securities Act is available to the holders of these shares.          

     In general,  under Rule 144 as  currently  in effect,  a person (or persons
whose shares are aggregated) who has beneficially owned restricted shares of the
Company for at least one year,  including  any person who may be deemed to be an
"affiliate"  of the  Company  (as the term  "affiliate"  is  defined  under  the
Securities Act), is entitled to sell,  within any three-month  period, an amount
of shares  that does not exceed the greater of (i) the  average  weekly  trading
volume  in the  Company's  common  stock,  as  reported  through  the  automated
quotation  system  of a  registered  securities  association,  during  the  four
calendar weeks preceding such sale or (ii) 1% of the shares then outstanding. In
order for a  stockholder  to rely on Rule 144, the Company  must have  available
adequate current public  information with respect to itself. A person who is not
deemed to be an "affiliate" of the Company and has not been an affiliate for the
most recent three months,  and who has held  restricted  shares for at least two
years would be entitled to sell such shares without regard to the various resale
limitations under Rule 144(k).                                                  

     Under Rule 144(k), the requirements of paragraphs (c), (e), (f), and (h) of
Rule 144 do not apply to restricted  securities sold for the account of a person

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who is not an affiliate of an issuer at the time of the sale and has not been an
affiliate  during the preceding three months,  provided the securities have been
beneficially  owned by the  seller  for a period of at least two years  prior to
their sale.  For purposes of this  registration  statement  only, a  controlling
stockholder is considered to be a person owning ten percent (10%) or more of the
Company's total outstanding shares, or is otherwise an affiliate of the Company.
No individual  person owning a portion of the 2,583,750 shares  considered to be
not  restricted  owns  more  than  ten  percent  (10%)  of the  Company's  total
outstanding shares.                                                             

     All of the 1,883,275 shares considered  restricted securities and presently
held by the three  directors of the  Company,  are  presently  eligible for sale
pursuant  to the  provisions  of Rule  144,  subject  to the  volume  and  other
limitations  set forth under Rule 144.  Accordingly,  assuming the conditions of
Rule 144 are otherwise  met, each of these  individuals  could sell up to 25,838
shares per three month period.                                                  

Dividend Policy                                                                 

     The Company has not declared or paid cash  dividends or made  distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make  distributions in the foreseeable  future. The Company currently intends
to retain and invest future earnings to finance its operations.                 

ITEM 2.       Legal Proceedings                                                 

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

ITEM 3.       Changes in and Disagreements With Accountants                     

This Item is not applicable                                           

ITEM 4.       Recent Sales of Unregistered Securities                           

This Item is not applicable                                           

ITEM 5.       Indemnification of Directors and Officers                         

     As permitted by the provisions of the Nevada Revised  Statutes (the "NRS"),
the  Company  has the power to  indemnify  any person made a party to an action,
suit or  proceeding  by reason  of the fact  that  they are or were a  director,
officer,  employee or agent of the Company, against expenses,  judgments,  fines
and amounts  paid in  settlement  actually  and  reasonably  incurred by them in
connection with any such action,  suit or proceeding if they acted in good faith
and in a manner which they reasonably  believed to be in, or not opposed to, the
best interest of the Company and, in any criminal action or proceeding, they had
no reasonable  cause to believe their conduct was unlawful.  Termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  does  not,  of  itself,  create a
presumption that the person did not act in good faith and in a manner which they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company, and, in any criminal action or proceeding, they had no reasonable cause
to believe their conduct was unlawful.                                          

     The Company must  indemnify a director,  officer,  employee or agent of the
Company who is  successful,  on the merits or  otherwise,  in the defense of any
action, suit or proceeding,  or in defense of any claim, issue, or matter in the
proceeding,  to which  they  are a party  because  they are or were a  director,
officer  employee  or  agent  of the  Company,  against  expenses  actually  and
reasonably incurred by them in connection with the defense.                     

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     The  Company may provide to pay the  expenses  of  officers  and  directors
incurred in  defending a civil or criminal  action,  suit or  proceeding  as the
expenses  are incurred  and in advance of the final  disposition  of the action,
suit or  proceeding,  upon  receipt  of an  undertaking  by or on  behalf of the
director  or  officer to repay the amount if it is  ultimately  determined  by a
court of competent  jurisdiction that they are not entitled to be indemnified by
the Company.                                                                    

     The NRS also  permits a  corporation  to purchase  and  maintain  liability
insurance or make other financial arrangements on behalf of any person who is or
was a director,  officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director,  officer, employee or agent, of
another corporation,  partnership,  joint venture, trust or other enterprise for
any liability  asserted against them and liability and expenses incurred by them
in their capacity as a director,  officer,  employee or agent, or arising out of
their status as such,  whether or not the Company has the authority to indemnify
them against such liability and expenses.  Presently, the Company does not carry
such insurance.                                                                 

Transfer Agent                                                                  

     The Company has designated  Pacific Stock Transfer  Company,  500 East Warm
Springs Rd. Suite 240, Las Vegas, NV 89119, as its transfer agent.              

PART F/S

     The Company's  consolidated financial statements for the fiscal years ended
December 31, 2005 and 2004, have been examined to the extent  indicated in their
reports  by  Madsen &  Associates,  CPA's  Inc.,  independent  certified  public
accountants.  The financial  statements  have been  prepared in accordance  with
generally  accepted  accounting  principles,   pursuant  to  Regulation  S-B  as
promulgated by the SEC, and are included  herein in response to Part F/S of this
Form 10-SB.                                                                     

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MADSEN & ASSOCIATES, CPA's INC.                          684 East Vine St, # 3  
Certified Public Accountants and Business Consultants    Murray, Utah 84107     
                                                        Telephone 801-268-2632
                                                  Fax 801-262-3978

Board of Directors                                                              
LILM, INC. and Subsidiary                                                       
Salt Lake City, Utah                                                            

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the  accompanying  consolidated  balance sheet of LILM, INC. and
Subsidiary   (development   stage   company)  at  December  31,  2005,  and  the
consolidated statements of operations,  stockholders' equity, and cash flows for
the years ended  December  31, 2005,  and 2004 and the period  December 30, 1999
(date of inception) to December 31, 2005.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.                       

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.                                               

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of LILM,  INC. and
Subsidiary at December 31, 2005, and the results of  operations,  and cash flows
for the years ended December 31, 2005 and 2004 and the period  December 30, 1999
(date of  inception)  to  December  31,  2005,  in  conformity  with  accounting
principles generally accepted in the United States of America.                  

Salt Lake City, Utah                                                            
February  24,  2006                           s\Madsen & Associates, CPA's Inc. 
                                             ---------------------------------

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 LILM, INC. and SUBSIDIARY
 ( Development Stage Company )
CONSOLIDATED BALANCE SHEET
 December 31, 2005

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

ASSETS                                                                          
CURRENT ASSETS                                                                  

Cash                                                            21,530    
                                                       -----------

  Total Current Assets                                      21,530
                                                       -----------

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

                                                       $    22,999

LIABILITIES AND STOCKHOLDERS' EQUITY                                            
CURRENT LIABILITIES                                                             

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

  Total Current Liabilities                                  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
Capital in excess of par value                                83,134  
Accumulated deficit during development stage                  (68,766)  
                                                       -----------
   Total Stockholders' Equity                               16,952
                                                       -----------

                                                       $    22,999
                                                       ===========

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

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 LILM, INC. and SUBSIDIARY
 ( Development Stage Company )
CONSOLIDATED STATEMENT OF OPERATIONS
For the Years Ended December 31, 2005 and 2004 and the
Period December 30, 1999 (date of inception) to December 31, 2005 

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

                                 Dec 31,        Dec 31,     Dec 30, 1999
                                    2005           2004      to Dec 31, 2005
                               -----------    -----------    -----------

REVENUES                           $     1,515    $    11,418    $    14,388    
                               -----------    -----------    -----------

EXPENSES                                                                        

Administrative                       12,624         10,863         70,693 
Royalties                                21             25             65 
Depreciation and amortization         1,562          2,261         12,396 
                               -----------    -----------    -----------
                                    14,207         13,149         83,154
                               -----------    -----------    -----------

NET LOSS                           $   (12,692)   $    (1,731)   $   (68,766)   
                               ===========    ===========    ===========

NET LOSS PER COMMON SHARE                                                       

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

AVERAGE OUTSTANDING SHARES                                                      

Basic (stated in 1000's)             2,584          2,456               
                -----------    -----------

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

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                                                        [Enlarge/Download Table]


                                    LILM, INC. and SUBSIDIARY                                     
                                  ( Development Stage Company )                                   
                          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                            
           For the Period December 30, 1999 (date of inception) to December 31, 2005              

------------------------------------------------------------------------------------------------- 
                                                                                       Capital in 
                                                 Common Stock           Excess of     Accumulated 
                                              Shares       Amount       Par Value       Deficit   
                                           -----------   -----------   -----------    ----------- 

                                                                                                  
Balance December 30, 1999                         --     $      --     $      --      $      --   

Issuance of common shares for cash and a                                                          
    patent at $.0129 - December 30, 1999     1,000,000         1,000        11,963           --   
Net operating loss for the year ended                                                             
   December 31, 2000                              --            --            --           (8,867)
Issuance of common shares for cash                                                                
 at $.025 - June 27, 2001                      800,000           800        19,200           --   
Issuance of common shares for cash                                                                
   at $.025 - August 31, 2001                   20,000            20           480           --   
Stock offering costs                              --            --            (375)          --   
Capital contribution - related party              --            --             100           --   
Net operating loss for the year                                                                   
    ended December 31, 2001                       --            --            --          (13,537)
Stock offering costs                              --            --          (2,500)          --   
Net operating loss for the year                                                                   
   ended December 31, 2002                        --            --            --          (13,858)
Issuance of common shares for cash                                                                
   at $.08 - February 20, 2003                 763,750           764        60,336           --   
Stock offering costs                              --            --          (6,070)          --   
Net operating loss for year                                                                       
   ended December 31, 2003                        --            --            --          (18,081)

Net operating loss for the year                                                                   
   ended  December 31, 2004                       --            --            --           (1,731)
                                           -----------   -----------   -----------    ----------- 

Balance December 31, 2004                    2,583,750         2,584        83,134        (56,074)

Net operating loss for the year                                                                   
   ended December 31, 2005                        --            --            --          (12,692)

Balance December 31, 2005                    2,583,750   $     2,584   $    83,134    $   (68,766)
                                           ===========   ===========   ===========    =========== 


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

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                            LILM, INC. and SUBSIDIARY                                                   
                          ( Development Stage Company )                                                 
                      CONSOLIDATED STATEMENT OF CASH FLOWS                                              
             For the Years Ended December 31, 2005 and 2004 and the                                     
        Period December 30, 1999 (date of inception) to December 31, 2005                               

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

                                                             Dec 31,          Dec 31,   Dec 30, 1999 to 
                                                             2005             2004        Dec 31, 2005  
                                                             -----------    -----------    -----------  

CASH FLOWS FROM                                                                                         
   OPERATING ACTIVITIES                                                                                 
                                                                                                        
   Net loss                                                  $   (12,692)   $    (1,731)   $   (68,766) 

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

          Depreciation and amortization                            1,562          2,261         12,396  
          Changes in accounts payable                               (200)          (793)         6,047  
          Contributions to capital - expenses                       --             --              100  

          Net Cash Flows Used in Operations                      (11,330)          (263)       (50,223) 
                                                             -----------    -----------    -----------  

CASH FLOWS FROM INVESTING                                                                               
   ACTIVITIES                                                                                           

      Purchase office equipment                                     (503)        (1,399)        (1,902) 
                                                             -----------    -----------    -----------  

CASH FLOWS FROM FINANCING                                                                               
   ACTIVITIES                                                                                           

       Proceeds from issuance of common stock net of costs          --             --           73,655  
                                                             -----------    -----------    -----------  

   Net Change  in Cash                                           (11,833)        (1,662)        21,530  
    Cash at Beginning of Period                                   33,363         35,025           --    
                                                             -----------    -----------    -----------  

   Cash at End of Period                                     $    21,530    $    33,363    $    21,530  
                                                             ===========    ===========    ===========  

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.

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 LILM, INC. and SUBSIDIARY
 ( Development Stage Company )
 NOTES TO FINANCIAL STATEMENTS
 December 31, 2005

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

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 December 2004 and January 2005 the Company organized "LiL Marc, Inc.", in
the state of Utah, and  transferred  all its assets to LiL Marc Inc. in exchange
for all of the  outstanding  stock of LiL Marc,  Inc.  with the intent  that the
operations of the Company will be continued in the subsidiary.                  

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 December  31,  2005,  the  Company had a net  operating  loss  available  for
carryforward of $68,766.  The income tax benefit of  approximately  $21,000 from
the carryforward has been fully offset by a valuation reserve because the use of
the future tax  benefit is  doubtful  since the  Company  has not  started  full
operations. The net operating loss will expire starting in 2021 through 2026.   

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.      

F-6 

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 LILM, INC. and SUBSIDIARY
 ( Development Stage Company )
 NOTES TO FINANCIAL STATEMENTS (Continued)
 December 31, 2005

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued                       

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 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  significant  intercompany
accounts and balances have been eliminated in consolidation.                    

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

Office  equipment  consists of computers 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.         

F-7 

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 LILM, INC. and SUBSIDIARY
 ( Development Stage Company )
 NOTES TO FINANCIAL STATEMENTS (Continued)
 December 31, 2005

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

3.  PATENT                                                                      

The Company acquired a patent, from a related party, for the "LiL Marc" training
urinal and is shown at the predecessor cost, less  amortization.  The patent was
issued on July 16, 1991 and has been fully  amortized over its estimated  useful
life of 14 years.                                                               

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.      

F-8 

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PART III

ITEM 1.      Index to Exhibits                                                  

The following exhibits are filed with this registration statement:              

Exhibit No.                             Exhibit Name                            
-----------                             ------------                            

3.1          Articles of Incorporation (Nevada)                   

3.2          By-Laws of Registrant                                

      4.1          Instrument defining rights of holders (See Exhibit No. 3.1,
Articles of Incorporation)              

21.1          Subsidiaries                                          

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

ITEM 2.   Description of Exhibits                                               

See Item I above.                                                     

 S-1

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SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly organized.                                          

   LILM, INC
      (Registrant)

Date:   March 30, 2006               By:   /S/ GEORGE I. NORMAN, III            
                                        ----------------------------------------
                    George I Norman, III
                                      President, Chief Executive Officer and
                    Director

 S-2

Dates Referenced Herein

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
Filed on:		3/30/06		1		31			None on these Dates
		3/29/06		19
		2/24/06		22
		12/31/05		7		29
		7/16/05		6
		6/15/05		13		14
		2/25/05		3		6
		12/31/04		10		26
		12/16/04		13
		12/31/03		25
		10/8/03		12
		6/30/03		13
		5/31/03		13
		3/3/03		19
		1/31/03		12
		12/31/02		25
		4/25/02		19
		2/21/02		3
		12/31/01		25
		12/31/00		25
		2/10/00		3		6
		12/30/99		3		27
									List all Filings

28 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/07/23  Creatd, Inc.                      S-1/A      12/06/23   12:190K                                   EdgarAgents LLC/FA
11/20/23  Creatd, Inc.                      S-1                  110:20M                                    EdgarAgents LLC/FA
 8/30/23  Creatd, Inc.                      S-1/A                115:21M                                    EdgarAgents LLC/FA
 8/11/23  Creatd, Inc.                      S-1                  113:17M                                    EdgarAgents LLC/FA
 6/13/23  Creatd, Inc.                      S-1/A                114:17M                                    EdgarAgents LLC/FA
 5/31/23  Creatd, Inc.                      S-1/A                114:18M                                    EdgarAgents LLC/FA
 5/15/23  Creatd, Inc.                      S-1         5/12/23   90:12M                                    EdgarAgents LLC/FA
 4/19/23  Creatd, Inc.                      10-K       12/31/22   94:12M                                    EdgarAgents LLC/FA
 1/31/23  Creatd, Inc.                      S-1/A                124:22M                                    EdgarAgents LLC/FA
 1/27/23  Creatd, Inc.                      S-1/A                 12:261K                                   EdgarAgents LLC/FA
 1/20/23  Creatd, Inc.                      S-1/A                124:22M                                    EdgarAgents LLC/FA
 1/10/23  Creatd, Inc.                      S-1                  128:23M                                    EdgarAgents LLC/FA
 1/04/23  Creatd, Inc.                      S-1/A                 11:195K                                   EdgarAgents LLC/FA
12/21/22  Creatd, Inc.                      S-1/A                127:23M                                    EdgarAgents LLC/FA
12/07/22  Creatd, Inc.                      S-1/A                 12:217K                                   EdgarAgents LLC/FA
11/23/22  Creatd, Inc.                      S-1                  126:23M                                    EdgarAgents LLC/FA
11/22/22  Creatd, Inc.                      S-1                  123:22M                                    EdgarAgents LLC/FA
 8/26/22  Creatd, Inc.                      S-1         8/25/22  121:21M                                    EdgarAgents LLC/FA
 7/14/22  Creatd, Inc.                      S-1/A       7/13/22  128:20M                                    EdgarAgents LLC/FA
 7/13/22  Creatd, Inc.                      S-1/A                128:20M                                    EdgarAgents LLC/FA
 6/21/22  Creatd, Inc.                      S-1/A       6/17/22  117:19M                                    EdgarAgents LLC/FA
 5/27/22  Creatd, Inc.                      S-1                  118:19M                                    EdgarAgents LLC/FA
 4/06/22  Creatd, Inc.                      10-K       12/31/21  104:15M                                    EdgarAgents LLC/FA
 3/31/21  Creatd, Inc.                      10-K       12/31/20   96:9.5M                                   EdgarAgents LLC/FA
 9/10/20  Creatd, Inc.                      S-1/A                  8:9M                                     EdgarAgents LLC/FA
 9/02/20  Creatd, Inc.                      S-1/A                  3:3.3M                                   EdgarAgents LLC/FA
 8/21/20  Creatd, Inc.                      S-1/A       8/20/20    5:4.5M                                   EdgarAgents LLC/FA
 5/02/06  SEC                               UPLOAD¶    10/11/17    1:18K  Creatd, Inc.