CORRESP 1 filename1.txt Leonard E. Neilson A PROFESSIONAL CORPORATION LEONARD E. NEILSON 8160 SOUTH HIGHLAND DRIVE, SUITE 104 ATTORNEY AT LAW SANDY, UTAH 84093 TELEPHONE: (801) 733-0800 FAX: (801) 733-0808 E-MAIL: LNEILSONLAW@AOL.COM August 18, 2006 Securities and Exchange Commission Attention: John Reynolds, Assistant Director Division of Corporate Finance 100 F Street NE Washington, D.C. 20549 VIA: EDGARLink Re: LILM, Inc. Amendment No. 1 to Registration Statement on Form 10-SB SEC File No. 000-51872 Dear Mr. Reynolds: In response to your letter dated May 1, 2006, the following information, corresponding sequentially to the paragraphs in your letter, is hereby submitted on behalf of the Registrant, LILM, Inc. ("LILM" or the "Company"). Please be advised that additional changes have been made to the registration statement as required to update the information therein and all changes are appropriately marked. Financial statements have been updated and revised as necessary. Item 1. Description of Business -------------------------------- Business Development -------------------- History ------- 1. Disclosure under the "History" subheading on page 3 has been revised to clarify the history of the Company and the first risk factor on page 7 under the "Risk Factors Related to the Company's Business" heading has also been revised in response to your comment. 2. We have revised the first two paragraphs under the "History" subheading on page 3 to clarify that the LiL Marc is made out of plastic and that the plastic has a white porcelain appearance. The use of the word "porcelain" in the original filing was intended to describe the appearance, not the construction of the product. We have also revised the first paragraph under "LiL Marc Training Urinal" on page 4 to emphasize that the product is made from white polyethylene plastic with a white porcelain appearance. We believe that the revisions will make clear the material used to manufacture the product. 3. We have explained in paragraph 5 on page 3 that the Company incorporated in Utah and moved all of its operations to Salt Lake City in order to reduce expenses. 4. We have revised the last sentence of the last paragraph under the "History" subheading on page 3 to disclose the amount of royalty payments made. Initial Public Offering ----------------------- 5. We have changed the heading "Initial Public Offering" on page 3 to "Stock Offering" as requested and have made similar revisions throughout the document, as necessary. Securities and Exchange Commission John Reynolds, Assistant Director August 18, 2006 Page 2 6. We have deleted the term "initial public offering" throughout the document as requested. 7. The Company's stock offering in 2002 was made pursuant to Section 90.490 of the Nevada Revised Statutes and in reliance upon the exemption from registration under the Securities Act of 1933 as provided by section 3(b) of that Act and Rule 504 of Regulation D, promulgated thereunder. On November 27, 2001, the Company submitted two copies of its Registration Statement to the Administrator of the Securities Division of the Nevada Secretary of State. The reviewer for the State was Edwin J. Apenbrink, Director of Registration and Licensing, telephone number (702) 486-2440. By a letter dated February 21, 2002, the Company received notice from the Secretary of State, Nevada Securities Division, that its proposed offering had been reviewed and qualified for sale within the State of Nevada, effective that date and for a period of one year. The Company offered 1,500,000 shares of its common stock and sold 763,750 shares at $.08 per share to 59 residents of Nevada. The Company filed with the SEC on April 22, 2002 five copies of an Initial Form D "Notice of Sale of Securities." On February 25, 2003, the Company filed with the SEC five copies of an Amendment & Final Form D "Notice of Sale of Securities." The Company also notified by letter the Secretary of State of Nevada, Division of Securities, that its offering had been closed as of February 20, 2003 and that the Company realized an aggregate gross total of $61,100 in proceeds through the sale of 763,750 shares of common stock. The Company's registration statement became effective in the State of Nevada on February 21, 2002 and was terminated on February 20, 2003. In connection with the offering, the Company engaged Stan Stilwell of Las Vegas, Nevada to act as sales agent. On January 7, 2002, a Form U-4 for Mr. Stilwell was submitted to Administrator of the Securities Division of Nevada Secretary of State, establishing that Mr. Stilwell was to be the sole sales agent for the Company. The Company's President, George I. Norman, III, had been a personal friend of Mr. Stilwell for approximately 18 years, becoming acquainted through a mutual friend when Mr. Stilwell lived in the Salt Lake City, Utah area. Mr. Norman knew that Mr. Stilwell was a licensed sales agent living in the Las Vegas area and was experienced in the investment business. Mr. Norman contacted Mr. Stilwell by telephone and met him in Las Vegas area on August 27, 2001. At that time Mr. Norman discussed with Mr. Stilwell the proposed offering and showed him the product and discussed marketing ideas. Mr. Norman later called Mr. Stilwell during the first week of September 2001 and Mr. Stilwell agreed at that time to become the sales agent for the Company's offering. Another meeting between Mr. Norman and Mr. Stilwell was held on December 11, 2001 in the Las Vegas area at which they discussed the status of the offering. Mr. Norman also disclosed that he had elected to take the Series 63 securities exam in order that he could serve as an alternative sales agent for the Company. Mr. Norman and Mr. Stilwell spoke again on January 4, 2002 and determined that although Mr. Norman had passed the Series 63 exam, it would be too difficult for Mr. Norman to attend to the Company's business and also be a sales agent for the Company, which would involve traveling back and forth from Salt Lake City to the Las Vegas area. During the offering in Nevada, prospective investors were solicited by mail, telephone, or personal contact. Some of the potential investors were known personally by the sales agent, Mr. Stilwell, some were known personally by Mr. Norman, some were known personally by a member of the Company's Board of Directors, Jessie Scott Bean, and some were referred by other potential shareholders. Also some shareholders were introduced to the offering because of their awareness of the Company's product. During the offering period, 185 offering memorandums were mailed to various residents of Nevada, more specifically in the Las Vegas-Henderson area, the Reno-Tahoe area, and some smaller communities in Nevada. The Company received 61 completed subscription agreements from 60 individuals, of which two were returned to the investors for insufficient information. Securities and Exchange Commission John Reynolds, Assistant Director August 18, 2006 Page 3 Mr. Bean, has a relationship with the following shareholders: George E Bean (father), Marlene Bean (mother), Kurt Bean (brother), and Jera Bean (sister-in-law). Please note further that the landlord to the Company's office location 1390 South 1100 East, Suite 204, Salt Lake City, Utah is Yasuo G Tokita, a shareholder who resides in the Las Vegas area. Included herewith as Attachment No. 2 is a detailed list identifying each shareholder that purchased shares in the offering and whether that person was known by the sales agent, or the Company's President, or was referred by another shareholder. Please note that some shareholders may have been known by a combination of the sales agent and/or the Company's President, and/or was referred by another shareholder. An "X" has been used to identify the particular situation for each respective shareholder. 8. Please be advised that in response to your comment, we have combined the first two paragraphs under the "Registration Statement" heading on page 4 and deleted the reference that the Company "not otherwise be required to file such reports. . . ." 9. We have expanded disclosure as the second paragraph under the "Production" heading on page 4 to discuss the terms associated with the Company's arrangement with Blow Mold Products. Please be advised that the Company does not have a formal contract with Blow Molded Products, except for an individual purchase order that accompanies each order. Accordingly, we have not included an exhibit related to this arrangement. 10. We have added a new risk factor on page 9 to discuss that the Company has only a single manufacturer of its product. 11. We have added a discussion as the third paragraph under the "Production" heading on page 4 regarding the subcontractor that manufactures the stand. Please note that the Company does not have a contract with this manufacturer, rather an order is facilitated through the use of a purchase order setting forth the terms of the transaction. Accordingly, we have not included an exhibit related to this arrangement. 12. We have expanded the fourth paragraph under the "Production" heading on page 5 to discuss shrink wrapping the Company's product. 13. We have included in the fifth paragraph under the "Production" heading on page 5 an explanation of "an industry recyclable rating of 2." 14. The sixth paragraph under the "Production" heading on page 5 has been expanded to discuss the Company guarantee against defects in its product's materials and workmanship. Marketing --------- 15. Please be advised that we have removed the phrase "Due to the uniqueness of" the LiL Marc in the first paragraph under the "Marketing" heading on page 5 in response to your comment. Upon review of the disclosure, we believe that the phrase is not material to the discussion regarding the marketing of the product. 16. In response to your comment, we have removed the perceived promotional language of the last sentence in the first paragraph under the "Marketing" heading on page 5. 17. We have revised the second paragraph under the "Marketing" heading on page 5 to disclose the third party representative previously referred to. We have further revised the paragraph to better reflect the current marketing intentions of the Company's management. Securities and Exchange Commission John Reynolds, Assistant Director August 18, 2006 Page 4 18 We have revised the first paragraph under the "Marketing" heading on page 5 to better reflect that there have been only nominal sales outside the United States and we have also indicated the dollar amounts of those sales. 19. We have revised the first paragraph under the "Competition" heading on page 5 to clarify the price comparison of the principal competition to the LiL Marc. 20. We have deleted the second paragraph of the "Competition" heading on page 6 and replaced it with a new paragraph in response to your comment. Patents and Trademarks ---------------------- 21. We have expanded the discussion in the second paragraph under the "Patents and Trademark" heading on page 6 to address the potential risk associated with the expiration of the design patent on the LiL Marc. We have also added a new risk factor on page 9 to discuss the negative impact of the expiration of design patent. Employees and Compensation -------------------------- 22. We have added a sentence to the end of the first paragraph under the "Employees and Compensation" heading on page 7 stating that there can be no assurance that the Company can ever reach the projected sales level. Facilities ---------- 23. The paragraph under the "Facilities" heading on page 7 has been revised to clarify the "shared arrangement" for the Company's facilities. Item 2. Management's Discussion and Analysis or Plan of Operation 24. The first paragraph under the "Management's Discussion and Analysis or Plan of Operation" section on page 10 has been revised to indicate the net proceeds from the Company's stock offering. 25. We have revised the first paragraph under the "Management's Discussion and Analysis or Plan of Operation" section on page 11 to identify the stockholder that has advanced funds to the company and the terms of that advance. 26. We have revised the second paragraph under the "Management's Discussion and Analysis or Plan of Operation" section on page 11 to clarify the possible sources of funds in the event revenues are insufficient to fund operations. 27. We have revised the second paragraph under the "Management's Discussion and Analysis or Plan of Operation" section on page 11 to clarify that there is no definitive agreement or understanding for any director or stockholder to provide funds to the Company. 28. We have revised the second paragraph under the "Management's Discussion and Analysis or Plan of Operation" section on page 11 to discuss potential sources of funds available to the Company. Results of Operations --------------------- 29. The initial paragraph under the "Results of Operations" heading on page 11 has been revised to discuss the termination of the marketing agreement in September 2004 that affected 2005 results. That paragraph has also been revised by deleting the reference to expanded marketing activities. Securities and Exchange Commission John Reynolds, Assistant Director August 18, 2006 Page 5 30. Please see our response to comment 29 above regarding the discussion of Broaden Software included under the first paragraph under the "Results of Operations" heading on page 11. Liquidity and Capital Resources ------------------------------- 31. The first paragraph under the "Liquidity and Capital Resources" heading on page 12 has been revised to disclose the Company's working capital as of December 31, 2005 and June 30, 2006. 32. We have revised the discussion under the "Plan of Operation" heading on page 12 to reflect that the Company has only one product. We have also changed the word "products" to "product" throughout the document where relevant in referring to the Company's sole product, the LiL Marc. Although the Company is contemplating new products, no definite plans have been developed or specific new products identified at this time. Thus, other than mentioning the Company's desire to explore new products, there is no discussion regarding any new product or idea. 33. Because the Company has no definitive plan to explore alternative "other advertising," we have removed the reference to other advertising in the second paragraph under the "Plan of Operation" heading on page 12. 34. Because the Company has no definitive plan to explore alternative "other marketing," other than marketing on the Internet, we have removed the reference to other marketing in the second paragraph under the "Plan of Operation" heading on page 12. 35. We have added a new heading on page 12, "Future Milestones," that includes disclosure contained in the original document and new information regarding specific steps to be taken by the Company to attain its goals. Description of Property ----------------------- 36. The Company does not own any property, and rents its office space on a shared basis with the Company's President. This information is disclosed under the expanded "Facilities" heading on page 7 and we have added similar disclosure under Item 3 on page 15 in response to your comment. Item 4. Security Ownership of Certain Beneficial Owners and Management ----------------------------------------------------------------------- 37. We have revised the first paragraph under Item 4 on page 15 to clarify that the information presented is based on the Company's stockholder records and representations of its officers and directors. 38. Footnote 2 to the principal stockholders table of page 15 has been revised to clarify the nature of business conducted by Alewine Limited Liability Company. Item 5. Directors, Executive Officers, Promoters and Control Persons --------------------------------------------------------------------- 39. Disclosure under Mr. Norman's resume on page 17 has been expanded to include the information requested regarding Com Vest Capital Partners and other information. 40. The resumes for the directors under Item 5, starting on page 17, have been revised in response to your comment. Executive Compensation ---------------------- 41. The first paragraph under "Item 6 Executive Compensation" on page 18 has been revised to include the suggested language in your comment. Securities and Exchange Commission John Reynolds, Assistant Director August 18, 2006 Page 6 Certain Relationships and Related Transactions ---------------------------------------------- 42. The second paragraph under "Item 7 Certain Relationships and Related Transactions" on page 18 has been revised to discuss in detail the Com Vest transaction in 2000. 43. The second paragraph under "Item 7 Certain Relationships and Related Transactions" on page 18 has been expanded to include the information requested in your comment. 44. The information requested is included in the second paragraph under "Item 7 Certain Relationships and Related Transactions" on page 18. 45. The information requested is included in the third paragraph under "Item 7 Certain Relationships and Related Transactions" on page 18. Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters -------------------------------------------------------------------------------- 46. We are including supplementally a list of transactions involving the Company's shares as Attachment No. 3 to this letter. 47. The sixth paragraph under "Item 1 Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters" on page 20 has been revised to include information concerning the gross and net proceeds from the Company's stock offering. 48. Please refer to our response to comment number 47 in connection with this comment. Item 4. Recent Sales of Unregistered Securities ------------------------------------------------- 49. New disclosure included in the three paragraphs under "Item 4 Recent Sales of Unregistered Securities" on page 21 contains our response to your comment regarding all issuances of common stock by the Company. 50. The disclosure in the three paragraphs under "Item 4 Recent Sales of Unregistered Securities" on page 21, includes information regarding the identity of the persons acquiring shares from the Company. 51. The discussion in the three paragraphs under "Item 4 Recent Sales of Unregistered Securities" on page 21 includes information regarding the exemption from registration relied upon by the Company for the respective issuances of stock. Financial Statements -------------------- 52. Please be advised that we are including audited financial statements for the years ended December 31, 2004 and 2005 and unaudited financial statements for the six-month period ended June 30, 2006. Note 1. Organization --------------------- 53. We have included the historical operations of the predecessor since its inception in 1997 in a combined proforma, which is discussed in Footnote 5 to the Notes to the Financial Statements for the period December 31, 2005. Securities and Exchange Commission John Reynolds, Assistant Director August 18, 2006 Page 7 Closing Comments ---------------- In response to your comment, we are attaching to this letter as Attachment No. 1 a written statement by the Company acknowledging those items set forth in your letter. Please continue your review of the LILM registration statement. Correspondences concerning this filing should be directed to this office by phone at (801) 733-0800, or you may send a Fax to (801) 733-0808. Yours truly, /S/ Leonard E. Neilson ---------------------- Leonard E. Neilson :ae Attachments Attachment No. 1 LILM, INC. 1390 South 1100 East Suite 204 Salt Lake City, Utah 84105-2463 August 18, 2006 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 To whom it may concern: In connection with the registration statement on Form SB-2 of LILM, Inc. (the "Company"), SEC File No. 000-51872, the Company hereby acknowledges that: o the Company is responsible for the adequacy and accuracy of the disclosure in the filing; o staff comments or changes to disclosure in response to staff comments in the filing reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and o the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition to the above, the Company is aware that the Division of Enforcement has access to all information provided to the staff of the Division of Corporation Finance in its review of the Company's filing or in response to comments on the filing. Sincerely, LILM, Inc. By: /S/ GEORGE I. NORMAN, III ---------------------------------- Its: President
Attachment 2 ------------ First Name Last Name Address City State/Zip Shares Sales Agent President Shareholder ---------- --------- ------- ---- --------- ------ ----------- --------- ----------- Paul Anthony 8635 W. Sahara #627 Las Vegas NV 89117 1250 X Sherman Baker 1218 San Eduardo Ave. Henderson NV 89015 25000 X Bobbie Barrow 1225 Equestrian Dr. Henderson NV 89015 1250 X Sam Bartzos 556 Yacht Harbor Dr. #204 Las Vegas NV 89145 10000 X George Bean 3472 Town House Dr. Las Vegas NV 89121 1250 X X Jera Bean 7205 Raincloud Drive Las Vegas NV 89145 6250 X X Kurt Bean 7205 Raincloud Drive Las Vegas NV 89125 40500 X X Marlene Bean 3472 Town House Dr. Las Vegas NV 89121 27500 X X Jackie Bennett 46 Wyoming Avenue Henderson NV 89015 62500 X X Michael Bennett 46 Wyoming Avenue Henderson NV 89015 3250 X David D. Bradley 8896 Dove Cove Dr. Las Vegas NV 89129 3750 X X Laurene Burnett 8635 W. Sahara #627 Las Vegas NV 89117 1250 X Irene L. Chachas 800 Avenue G Ely NV 89301 25000 X John Chachas 800 Avenue G Ely NV 89301 31250 X Mark Destefano 8555 W. Sahara #130 Las Vegas NV 89117 1250 X Charles Devorak 2201 Ramsgate Dr. #824 Henderson NV 89074 1250 X Merye Dinse 955 San Eduardo Ave. Henderson NV 89015 2500 X X John Geier 4078 E. Boston Ave. Las Vegas NV 89104 12500 X X Suzette Gerfy 434 Crestway Rd Henderson NV 89015 6250 X Jeralyn Goldman 1808 Relate Ct. Las Vegas NV 89117 1250 X Clark G. & Mary Hoffman 4395 N. Chieftain Street Las Vegas NV 89129 50000 X Fred Jamieson 127 Hexham Henderson NV 89015 12500 X X T.J. Jesky 1801 E. Tropicana #9 Las Vegas NV 89119 1250 X Francis Kalinich Jr. 634 N. Hollywood Blvd. Las Vegas NV 89110 6250 X X Lisa A. Kelly 3241 Mystic Ridge Ct. Las Vegas NV 89129 1250 X Abid Khan 4010 DeSoto Wy Reno NV 89502 1250 X Vincent Lombardi 755 E. Greg St. #25 Sparks NV 89431 37500 X Viggo Madsen 6530 Annie Oakley Dr. #1311 Henderson NV 89014 1250 X Kim Maisel 438 Hollick Henderson NV 89015 12500 X X Richard Mariner 2550 Spinnaker Dr. Reno NV 89509 1250 X Patricia Meyer 8108 Desert Cloud Avenue Las Vegas NV 89131 2500 X Judy Mills 433 Tatum Ridge St. Henderson NV 89012 1250 X Brian Moore 8350 W. Desert Inn #1092 Las Vegas NV 89117 5000 X Anthony Nieto 901 S. Blvd Hwy #10 Henderson NV 89015 1250 X Brenda Sue Nieto 901 S. Blvd Hwy #10 Henderson NV 89015 1250 X Jayne Parcel 955 San Eduardo Ave. Henderson NV 89015 62500 X X
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First Name Last Name Address City State/Zip Shares Sales Agent President Shareholder ---------- --------- ------- ---- --------- ------------------ --------- ----------- Lisa Peterson 46 Wyoming Avenue Henderson NV 89015 1250 X Clair F. Rasmussen 10633 Mission Lakes Las Vegas NV 89134 2500 X Mike Reznick 5531 Brittania Dr. Reno NV 89523 12500 X Horacio E. Rubio 5055 S. Lindell Rd. Apt. 1119 Las Vegas NV 89118 6250 X Alicia R. Sheahan 1134 Sport of Kings Henderson NV 89015 31250 X Grant Stanley 31 Silica Sand St. Henderson NV 89012 1250 X Jerry Steichen 1630 Idlewild Dr. #B Reno NV 89509 25000 X Stan & Leisa Stilwell JT 11270 Winter Cottage Pl. Las Vegas NV 89135 12500 X X Mary Tebbs 6243 Elderberry Wine Las Vegas NV 89142 6250 X Yasuo G. Tokita 2785 E. Russel Road #B Las Vegas NV 89120 1250 X Christian Turney 6665 N. Torino Ave. Las Vegas NV 89139 3750 X X G.H. Turney 3013 W. Sahara Las Vegas NV 89102 3750 X X Joe Turney 6664 W. Torino Ave. Las Vegas NV 89139 3750 X X Nancy Turney 8840 S. Redwood Las Vegas NV 89139 3750 X X Robert Turney 3013 W. Sahara Las Vegas NV 89139 3750 X X Chuck Weast 201 Carson Way Henderson NV 89015 25000 X X Connie Weast 201 Carson Way Henderson NV 89015 12500 X X X Connie Weast 201 Carson Way Henderson NV 89015 2500 X X X Robert Welling 113 Weatherwood Court Henderson NV 89074 10000 X X Kristine Wilden 14 Candlewick Rd. Henderson NV 89052 18750 X Nicolas Willden 14 Candlewick Rd. Henderson NV 89052 18750 X X X Bonnie Williams 457 Chesapeake Wy. Henderson NV 89015 31250 X X X Jeff Wydra 438 Holick Ave. Henderson NV 89015 62500 X 763,750
-2- Attachment No. 3
We have included any transfers presented and recorded by the Company's stock transfer agent. 117333 9/10/2004 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1057 CHARLES A WEAST JR 25,000 1065 CHARLES A WEAST JR 09/10/2004 325 Total Shares Canceled 25,000 1066 JAY TUGAW 09/10/2004 24,675 Total Shares Issued 25,000 130470 6/6/2005 Common COMPUTER CLEARING SERVICES INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1020 MARK DESTEFANO 1,250 1067 COMPUTER CLEARING SERVICES 06/06/2005 1,250 Total Shares Canceled 1,250 Total Shares Issued 1,250 135359 9/20/2005 Common PENSON FINANCIAL SERVICES INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1067 COMPUTER CLEARING SERVICES 1,250 1068 PENSON FINANCIAL SERVICES INC 09/20/2005 1,250 Total Shares Canceled 1,250 Total Shares Issued 1,250 142001 2/8/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1064 JEFF WYDRA 62,500 1076 JEFF WYDRA 02/08/2006 400 Total Shares Canceled 62,500 1077 BILL WOOD 02/08/2006 57,100 1078 BILL WOOD 02/08/2006 5,000 Total Shares Issued 62,500 142002 2/8/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1007 SHERMAN E BAKER III 25,000 1074 SHERMAN E BAKER III 02/08/2006 350 Total Shares Canceled 25,000 1075 JOHN PAPANIKOLAS 02/08/2006 24,650 Total Shares Issued 25,000 142004 2/8/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1011 JERA BEAN 6,250 1072 JERA BEAN 02/08/2006 100 Total Shares Canceled 6,250 1073 DANNY MONDRAGON 02/08/2006 6,150 Total Shares Issued 6,250 142005 2/8/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1041 JAYNE PARCEL 62,500 1069 JAYNE PARCEL 02/08/2006 350 Total Shares Canceled 62,500 1070 STEVEN HALL 02/08/2006 57,150 1071 STEVEN HALL 02/08/2006 5,000 Total Shares Issued 62,500
143133 2/27/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1069 JAYNE PARCEL 350 1084 JAYNE PARCEL 02/27/2006 350 1070 STEVEN HALL 57,150 1085 STEVEN HALL 02/27/2006 57,150 1071 STEVEN HALL 5,000 1086 STEVEN HALL 02/27/2006 5,000 Total Shares Canceled 62,500 Total Shares Issued 62,500 143134 2/27/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1072 JERA BEAN 100 1082 JERA BEAN 02/27/2006 100 1073 DANNY MONDRAGON 6,150 1083 DANNY MONDRAGON 02/27/2006 6,150 Total Shares Canceled 6,250 Total Shares Issued 6,250 143135 2/27/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1076 JEFF WYDRA 400 1079 JEFF WYDRA 02/27/2006 400 1077 BILL WOOD 57,100 1080 BILL WOOD 02/27/2006 57,100 1078 BILL WOOD 5,000 1081 BILL WOOD 02/27/2006 5,000 Total Shares Canceled 62,500 Total Shares Issued 62,500 143182 2/28/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1013 MARLENE BEAN 27,500 1087 MARLENE BEAN 02/28/2006 325 Total Shares Canceled 27,500 1088 ALEWINE LIMITED LIABILITY COMPANY 02/28/2006 27,175 Total Shares Issued 27,500 143184 2/28/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1012 KURT BEAN 40,500 1089 KURT BEAN 02/28/2006 300 Total Shares Canceled 40,500 1090 JACK PLUMB 02/28/2006 5,000 1091 ALEWINE LIMITED LIABILITY COMPANY 02/28/2006 35,200 Total Shares Issued 40,500 147215 5/8/2006 Common LILM INC CERT SELLER CANCELLED CERT BUYER ISSUE Date ISSUED 1010 GEORGE E BEAN 1,250 1092 GEORGE BEAN 05/08/2006 150 Total Shares Canceled 1,250 1093 ALEWINE LIMITED LIABILITY COMPANY 05/08/2006 1,100 Total Shares Issued 1,250