U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

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

For the quarter ended September 30, 2000

Commission file no.: 000-31935

                         L.L. Brown International, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

               Nevada                                       65-0729440
-------------------------------                       -------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                              Identification No.)

19435 68th Avenue South, Suite S-105
Kent, Washington                                           98032
--------------------------------------                  ---------------
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number (425) 251-8086

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

                                                     Name of each exchange on
      Title of each class                            which registered

                None                                        None
-----------------------------                        -------------------------

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

                          Common Stock, $.001 par value
                       -----------------------------------
                                (Title of class)

Copies of Communications Sent to:

                                         Mintmire & Associates
                                         265 Sunrise Avenue, Suite 204
                                         Palm Beach, FL 33480
                                         Tel: (561) 832-5696
                                         Fax: (561) 659-5371


<PAGE>



           Indicate by Check  whether the issuer (1) filed all reports  required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                     Yes    X          No
                           ---              ----

           As of September 30, 2000, there are 10,601,803 shares of voting stock
of the registrant issued and outstanding.



<PAGE>



                                     PART I

Item 1. Financial Statements


INDEX TO FINANCIAL STATEMENTS

                         L.L. Brown International, Inc.


           INDEX                                                           Page

Consolidated Financial Statements Balance sheets............................F-1
Statements of operations....................................................F-2
Statements of stockholders' equity (deficit)................................F-3
Statements of cash flows....................................................F-4
Notes to financial statements...............................................F-5







<PAGE>



<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                           Consolidated Balance Sheets
                           September 30, 2000 and 1999

ASSETS
                                                                    2000          1999
Current Assets
<S>                                                              <C>            <C>
          Accounts receivable                                            18,274        98,841
          Inventory                                                      81,923        21,125
          Deposits                                                        7,854         7,854
                                                                 -------------- -------------

                             Total current assets                       108,051       127,820
                                                                 -------------- -------------

Property and Equipment, net                                              58,511        30,807
                                                                 -------------- -------------

          Other Assets
                             Due from Stockholders                       10,624         7,982
                                                                 -------------- -------------

TOTAL ASSETS                                                     $      177,185 $     166,609
                                                                 ============== =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
          Bank Overdrafts                                        $        7,890 $      25,488
          Accounts Payable                                              155,246       168,651
          Notes Payable                                                  22,602        24,926
          Accrued payroll and business taxes                             51,833        37,526
          Current maturities of long-term debt                           38,787        32,500
                                                                 -------------- -------------

                             Total current liabilities                  276,358       289,090
                                                                 -------------- -------------

Long term Debt, less current maturities                                  77,230        81,851
                                                                 -------------- -------------

Stockholders' Equity (Deficit)
Preferred stock, $.001 per value, 1,000,000
          shares authorized, no shares issued
Common stock, $.001 per value, 20,000,000 shares authorized,
          10,578,643 shares issued and outstanding in 2000,
            10,444,803 shares issued and outstanding in 1999             10,580        10,445
          Additional paid-in capital                                    188,210       179,595
          Accumulated deficit                                          (375,193)     (394,372)
                                                                 -------------- -------------

                             Total Stockholders' Equity (Deficit)      (176,403)     (204,332)
                                                                 -------------- -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)              $     177,185  $     166,609
                                                                 ============== =============
</TABLE>



                 See accompanying notes and accountant's report
                                       F-1



<PAGE>



<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Operations
              For the Nine Months Ended September 30, 2000 and 1999

                                                                          2000            1999

<S>                                                                   <C>               <C>
Revenues                                                              $      625,663    $    647,405

Cost of Sales                                                                325,970    $    320,319
                                                                      --------------    ------------

Gross Profit                                                                 299,693         327,086

General & Administrative                                              $      300,851    $    248,846
                                                                      --------------    ------------

                  Income(Loss) on Operations                                  (1,158)         78,240

           Interest expenses                                                  21,240          20,473
                                                                      --------------    ------------

                  Net Income (Loss) before Income Taxes                      (22,398)         57,767

                  Income Taxes                                                     -               -

                  Net Income (Loss)                                   $      (22,398)   $     57,767
                                                                      ==============    ============


Net Income(Loss) per share - basic and diluted:                       $       (0.002)   $      0.006

Weighted Average Basic shares Outstanding                                   10556414        10376553
</TABLE>



                 See accompanying notes and accountant's report

                                       F-2




<PAGE>



<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
            Consolidated Statements of Stockholders' Equity(Deficit)
              For the Nine Months Ended September 30, 2000 and 1999



                                                 Common Stock       Additional
                                                 -------------       paid- in   Accumulated
                                             Shares      Amount       capital    Deficit        Total
                                             ------      ------       -------    -------        -----
<S>                                        <C>         <C>         <C>          <C>            <C>

Beginning Balance
  December 31, 1998                         10183968    $ 10,184    $   150,249 $  (452,139)   $   (291,706)

   Shares Purchased                            29500          30    $    29,346                      29,376

   Shares Issued as
     Compensation (value$0.001)               231335    $    231                                        231

   Net Income(Loss)                                                                  57,767          57,767

  Ending Balance September 30, 1999         10444803    $ 10,445    $   179,595 $  (394,372)   $   (204,332)
                                         ===========   =========  ============= ============  ==============
</TABLE>


<TABLE>
<CAPTION>
                                                 Common Stock       Additional
                                                 -------------       paid- in   Accumulated
                                             Shares      Amount       capital    Deficit        Total
                                             ------      ------       -------    -------        -----
<S>                                        <C>         <C>         <C>          <C>            <C>

Beginning Balance
  December 31, 1999                         10465303    $ 10,466    $   179,719 $  (352,795)   $   (162,610)

   Shares Purchased                             8500           9          8,491                       8,500

   Shares issued as
    Compensation(value $0.001)                104840         105                                        105

   Net Income(Loss)                                                                 (22,398)        (22,398)

Ending Balance
   September 30, 2000                       10578643    $ 10,580    $   188,210 $  (375,193)   $   (176,403)
                                         ===========   =========  ============= ============  ==============
</TABLE>


                 See accompanying notes and accountant's report

                                       F-3





<PAGE>




<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2000 and 1999


Cash flows from operating activities                                  2000         1999
                                                                      ----         ----

<S>                                                             <C>             <C>
Net Income (Loss)                                               $      (22,398) $     57,767
                                                                --------------- -------------

Adjustments to reconcile net loss used in operating activities
            Depreciation                                                11,850        15,364
            Stock issued in Lieu of Cash Compensation                      105           231
            Changes in operating assets and liabilities
            Accounts receivable                                         53,608       (72,068)
            Inventory                                                        -             -
            Deposits                                                         -             -
            Accounts payable                                           (19,526)      (38,990)
            Accrued liabilities                                         18,048        15,526
                                                                --------------- -------------

                      Total adjustments                                 64,085       (79,937)
                                                                --------------- -------------

            Net cash provided (used) in operating activities            41,687       (22,171)
                                                                --------------- -------------

Cash flows from financing activities
            Proceeds from issuance of long-term debt
            Proceeds from issuance of common stock                       8,500        29,376
            Bank Overdrafts                                             (9,941)       25,488
            Net borrowings(payments) on notes payable                   (2,418)       (1,436)
            Principal payments on long-term debt                           832       (28,903)
            Net advances to stockholders                                (3,264)        6,962
                                                                --------------- -------------

            Net cash provided by financing activities                   (6,291)       31,486
                                                                --------------- -------------

Cash Flows from Investing Activities
            Dispositions of Property & Equipment                         6,442
            Purchases Property & Equipment                             (42,774)      (10,288)
                                                                --------------- -------------
            Net cash provided(used) by Investing Activities            (36,332)      (10,288)

Net increase in cash                                                      (936)         (972)

Cash at Beginning of Year                                                  936           972
                                                                --------------- -------------

Cash at September 30                                            $           (0) $         (0)
                                                                =============== =============


Supplemental disclosures of cash flow information
Cash paid during the period for Interest                        $       21,240  $     20,473
                                                                =============== =============
</TABLE>

                 See accompanying notes and accountant's report
                                       F-4



<PAGE>



L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
September 30, 2000 & 1999

Note 1 - Organization

L.L. Brown  International,  Inc. ("The  Company") is a Nevada  Corporation  that
conducts  business from its  headquarters in Kent,  Washington.  The Company was
incorporated in February 1997 as Smart Industries, Inc., and changed its name to
L.L. Brown International, Inc. in March 1998.

In March 1998,  the Company  acquired 100 percent of the issued and  outstanding
shares of the  common  stock of L.L.  Brown &  Associates,  Inc.,  a  Washington
corporation, by issuing 8,900,000 shares of its stock.

The Company is an educational  corporation that designs  curriculum and programs
which are intended to teach people how to make positive  changes in their lives.
The Company sells  materials and delivers  seminars to  corporations,  nonprofit
organizations,  universities,  welfare  agencies,  school  districts,  and youth
service agencies throughout the United States.


Note 2 - Summary of Significant Accounting Policies

Principles of consolidation

The  consolidated  financial  statements  include  the  accounts  of L.L.  Brown
International,  Inc. and its wholly owned  subsidiary  L.L.  Brown & Associates,
Inc.  All  significant   intercompany   balances  and  transactions   have  been
eliminated.

Accounts Receivable

Accounts  receivable  consists  primarily  of trade  receivables,  bad debts are
written off at the time they become uncollectiable.

Inventories

Inventories  consist of printed  and  audio/visual  materials  developed  by the
Company  and are  stated at the  lower  cost or  market  based on the  first-in,
first-out method.

Federal income tax

The  provisions  for income taxes is recorded in  accordance  with  Statement of
Financial  Accounting  Standards  No.  109 (SFAS  109),  "Accounting  for Income
Taxes".  Under the  liability  method  of SFAS  109,  deferred  tax  assets  and
liabilities  are determined  based on temporary  differences  between  financial
reporting and tax bases of assets and  liabilities  and have been measured using
the enacted marginal tax rates and laws that are currently in effect.  The types
of significant temporary differences include depreciation.

                                       F-5


<PAGE>



L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
September 30, 2000 & 1999

Property and equipment

Property is stated at historical cost as detailed in Note 3. Major  expenditures
for property and those that substantially  increase the useful lives of property
are capitalized. Property is depreciated using the straight-line method over the
estimated useful lives of the assets, ranging between five and seven years.

Leased  property is stated at the lower of the present  value of future  minimum
lease payments or fair value of the property.  Leased property is depreciated on
a straight-line basis over the shorter of the lease term or the estimated useful
lives ranging  between five and seven years.  Amortization  of assets held under
capital leases is included in depreciation expense.

Management's Estimates and Assumptions

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue Recognition

The  Company  recognizes  revenue  at the time of  shipment  of  product  to its
customers or completion of services provided.

Stock-based Compensation

The  Company  has  chosen to  account  for  stock-based  compensation  using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees",  and related  Interpretations and to
elect  the  disclosure  option  of SFAS No.  123,  "Accounting  for  Stock-Based
Compensation".  Accordingly,  compensation  cost for  stock  options  issued  to
employees is measured as the excess,  if any, of the quoted  market price of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire the stock.

Note 3 - Property and Equipment
The following is a summary of property and equipment, at cost:

<TABLE>
<S>                                                 <C>               <C>
                                                         2000              1999
                                                    =============     =============
Office Equipment                                    $     84,058      $     71,793
Furniture & Fixtures                                      45,122            45,122
Vehicles                                                  42,775            29,740
Leasehold improvements                                     6,227             6,227
                                                    -------------     -------------
Less:  Accumulated depreciation & amortization      $    178,182      $    156,412
                                                        (119,672)         (125,605)
                                                    -------------     -------------
                                                    $     58,510      $     30,807
                                                    =============     =============
</TABLE>


                                       F-6


<PAGE>



L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
September 30, 2000 & 1999

Note 4 - Notes Payable

<TABLE>
<S>                                                                             <C>            <C>
Notes payable to banks consisted of the following:                                2000           1999
                                                                                ---------      ---------
The Company is obligated under a demand note payable to
a bank on which interest accrues at 9.75%.  The note is secured by
substantially all trade receivables, inventory and equipment.                   $  9,525       $ 10,000

A line of credit under which the Company may borrow up to
$15,000, is payable to a bank in interest only installments at 14.5%.           $ 13,077       $ 14,926

                                                                                $ 22,602       $ 24,926
                                                                                ========       ========

Note 5 - Long-term Debt

Long-term debt consists of the following:                                         2000           1999
                                                                                ---------      ---------
Note payable to a bank in monthly installments of $548 including
interests at9.75%, due December 2001, secured by automobile,
Vehicle was traded in on August 8, 2000, debt was liquidated                    $              $  13,381

Lease payable to Renton Lincoln in monthly installments of $543,
With balloon payment of $18,226.60 at the end of 36 months,
secured By automobile                                                           $   37,775

Note payable to a bank in monthly installments of $3,207                        $   78,243     $ 100,970
including interest at 9.75%, due October 2002, secured by
substantially all trade receivables, inventory and equipment
                                                                                $  116,018     $ 114,351
                                                                                ----------     ---------
Less current maturities                                                         $   38,788     $  32,500

Long-term debt, less current maturities                                         $   77,230     $  81,851
                                                                                ==========     =========
</TABLE>


Minimum  future  payments under  long-term debt  agreements for each of the next
five years and in the aggregate are as follows:


Year ended September 30,
                           2001     $  38,788
                           2002        42,080
                           2003        16,923
                           2004        18,226
                                      116,018
                                    =========

                                       F-7




<PAGE>



L.L. Brown International, Inc.
Notes to Consolidated Financial Statements
September 30, 2000 & 1999

Note 6 - Advertising

Advertising  costs are charged to operations  when  incurred,  which amounted to
$9,628 for 2000 and $2,009 for 1999.

Note 7 - Federal Income Taxes

At September 30, 2000 and 1999, the Company had net operating loss carryforwards
of approximately $350,000 and $450,000 respectively,  expiring in year 2013. The
amount  recorded as deferred  tax assets as of  September  30, 2000 and 1999 was
approximately $ 130,000 and $150,000  respectively,  which represents the amount
of tax benefits arising from the loss of  carryforwards.  Due to the uncertainty
regarding  the  Company's  ability to generate  taxable  income in the future to
realize the benefit from its deferred tax assets,  the Company has established a
valuation allowance of $130,000 and $150,000 against this deferred tax asset.

Note 8 - Commitments

The  Company  leases its  administrative  offices and  certain  equipment  under
operating  leases  expiring  in 2004.  The  Company  is  obligated  for  minimum
non-cancelable rental payments under the lease through its term as follows:

Year ended June30,
                      2001   $     73,422
                      2002         72,082
                      2003         73,750
                      2004         39,800
                             $    259,054
                             ============

Note 9 - Acquisitions

Effective March 14, 1998 the Company issued 8,900,000 shares of its common stock
for all the  outstanding  shares of L.L. Brown & Associates,  Inc., a Washington
company.  L.L.  Brown & Associates is an  educational  corporation  that designs
curriculum  and programs which are intended to teach people how to make positive
changes in their lives. Based upon the estimated fair market value of L.L. Brown
International's  stock ($ .001 per share),  the total purchase  consideration of
the Company was  approximately $ 9,900.  The acquisition was accounted for using
the purchase method with the purchase price allocated to the acquired assets and
liabilities  based on their  respective  estimated fair value at the acquisition
date. Such allocations  were based on evaluations and estimations.  The purchase
allocation is summarized as follows:


Current Assets             $   231,019
Property and Equipment          53,403
Current Liabilities           (251,684)
Long-Term Liabilities          (22,838)
                           $     9,900
                           ===========


The Company had  advances  of $ 10,624 and $ 7,983 to the Vice  President  as of
September 30, 2000 and 1999 respectively.

                                       F-8


<PAGE>



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

General

           From September 1998 through September 2000, the Company issued shares
totaling One Hundred Seventy Five Thousand Five Hundred  (175,500) shares of the
Company's Common Stock.  Such shares were issued as payment for services to Neil
Rand d.b.a.  Corporate  Imaging in connection with their  consulting in business
management,  public and investor  relations and other related corporate advisory
services  and  assistance  to the  Company.  The shares were issued  pursuant to
Section 4(2) of the Act of Regulation D,  promulgated  thereunder  ("Rule 506"),
Section  R14-4-126  of the Arizona Code and Section  517.061(11)  of the Florida
Code.

          The  Company  relied upon  Section  R14-4-126  of the Arizona  Revised
Statutes  for this  transaction.  The  facts  relied  upon to make  the  Arizona
Exemption  include the following:  (i) units were sold to less than  thirty-five
(35) persons;  (ii) each  purchaser who was not an  accredited  investor  either
alone or with  purchaser  representative  had such  knowledge and  experience in
financial  and business  matters  sufficient to evaluate the merits and risks of
the  prospective  investment;  (iii) the bad boy provisions of the rule apply to
neither the Company nor its  predecessors  or  affiliates;  and (iv) neither the
issuer nor any person acting on its behalf offered or sold the securities by any
form of general  solicitation  or general  advertising;  (v) the Company filed a
completed SEC Form D with the Arizona Corporation  Commission signed by a person
duly authorized by the issuer;  (vi) the Forms were filed not later than 15 days
after the first sale of the  securities  in Arizona;  (vii) the Company  paid an
appropriate filing fee of $250.00 to the Arizona Corporation Commission.

           The Company  relied upon Florida Code  Section  517.061(11)  for this
transaction.  In each  instance,  such reliance is based on the  following:  (i)
sales of the shares of Common Stock were not made to more than 35 persons;  (ii)
neither  the offer nor the sale of any of the  shares  was  accomplished  by the
publication of any advertisement;  (iii) all purchasers either had a preexisting
personal or business  relationship with one or more of the executive officers of
the Company or, by reason of their  business or financial  experience,  could be
reasonably  assumed to have the  capacity  to  protect  their own  interests  in
connection with the  transaction;  (iv) each purchaser  represented  that he was
purchasing  for his own account and not with a view to or for sale in connection
with any  distribution of the shares;  and (v) prior to sale, each purchaser had
reasonable  access to or was  furnished  all  material  books and records of the
Company,   all  material  contracts  and  documents  relating  to  the  proposed
transaction,  and had an opportunity  to question the executive  officers of the
Company.   Pursuant  to  Rule  3E-500.005,   in  offerings  made  under  Section
517.061(11)  of the Florida  Statutes,  an offering  memorandum is not required;
however each  purchaser (or his  representative)  must be provided with or given
reasonable access to full and fair disclosure of material information. An issuer
is deemed to be satisfied if such purchaser or his representative has been given
access to all material books and records of the issuer;  all material  contracts
and  documents  relating to the  proposed  transaction;  and an  opportunity  to
question the appropriate  executive officer. In the regard, the Company supplied
such information and was available for such questioning.

           Between May 1999 and July 2000 the Company sold 29,000  shares of its
Restricted  Common  Stock to six (6)  individuals  for a total of  twenty  seven
thousand dollars ($27,000).  The offering was conducted pursuant to Section 4(2)
of the Act, Rule 506,  Section 25102.1 of the California Code and Section 10-5-9
(13) of the Georgia Code.

          The Company  relied upon Section  25102.1 of the  California  Code for
this transaction. The facts relied upon to make the California Exemption include
the following:  (i) the Company filed a completed SEC Form D with the California
Department  of  Corporations;  (ii) the  Company  executed a Form U-2 consent to
service of process  in the state of  California;  (iii) the Forms were filed not
later


<PAGE>



than 15 days after the first sale of the securities in  California;  and (v) the
Company paid an appropriate filing fee.

           The  Company  relied upon Geogia  Code  Section  10-5-9(13)  for this
transaction.  Such reliance is based on the following: (i) the number of Georgia
purchasers did not exceed fifteen (15); (ii) the securities were not offered for
sale by means of any form of general or public  solicitations or advertisements;
(iii) a legend  was  placed  upon the  certificates;  and  (iv)  each  purchaser
represented that he purchased for investment.

           In July 2000 the Company  entered into an agreement with the State of
Washington Department of Social and Health Services ("DSHS"). The agreement is a
Client Service  Contract for L.L. Brown to provide a three (3) day,  twenty (20)
hour  "Independent  Thinking  Skills for Motivation  and Retention"  training to
participants.   The  training  will  address  the  psychological   barriers  and
developmental skills necessary to become gainfully employed.  The contract start
date is July 1, 200 and ends June 30, 2001.  DSHS shall  compensate L.L. Brown a
maximum of $365 per participant who completes the entire three (3) day training,
to be paid by invoice submitted not more than thirty (30) days after performance
of services.

           From April 1999  through  August  2000,  the Company  issued  205,500
shares of its  Restricted  Common  Stock to thirty  four  (34)  individuals  for
release  from debt for all  services  rendered on behalf of the Company to date.
Such services  were as follows:  Alonza Fant Nelson  received  10,000 shares for
storage and delivery of training materials;  Larriee Brown received 2,500 shares
for setting up  conferences;  Lavern  Calloway  Otis  received  5,000 shares for
services relating to internet research; Albert M Brown received 2,500 shares for
conference services;  Edgar Brown received 2,500 shares for conference services;
Howard Scott received  2,500 shares for  transportation  of training  materials;
Earnest Scott  received 1,000 shares for conference  services;  Stephanie  brown
received  1,000 shares for  conference  set-up  services;  Darsel Brown received
1,000 shares for conference  registration services;  Yvonne Brown received 1,000
shares for conference  registration  services;  Jim & Floretta Esclavon received
2,000 shares for proofreading of books; Shirlene Fant Rand received 6,000 shares
for marketing and sales of L.L. Brown books;  Shirlene Fant Rand received 12,000
shares for public relations consulting services;  Sharon Hamilton received 1,000
shares for conference  set-up services;  Beverly Brown received 1,000 shares for
conference  set-up  services;  Dr. Barbara Susan Levy received 75,000 shares for
media  consulting  services;  Charles  Aycock  received  2,500 shares as a staff
bonus;  John Arvizu  received  2,500  shares as a staff  bonus;  Maria  Tagaleoo
received  2,500 shares as a staff bonus;  Brian Tutt  received  2,500 shares for
conference set-up;  Jewel Natasha Timoteo received 1,500 as a staff bonus; Nikki
Esclavon received 1,500 shares as a staff bonus; Michael Shelby Edwards received
2,500 shares for conference services;  Clayton Frank Chong received 1,000 shares
for  conference  services;  Thelma  Lee  Standhart  received  2,500  shares  for
marketing  services;  Lewis and Shirley  Sheffield  received  10,000  shares for
marketing services; Margaret Tami Henley received 2,500 shares as a staff bonus;
Margaret  Tami Henley  received  another  1,000 shares as a staff  bonus;  Jimmy
Calloway received 6,000 shares for board  participation  and strategic  planning
services;  Jewel  Morris  received  1,000 shares as a board  participant;  Maria
Tageleoo received another 2,000 shares as a staff bonus; Jewel Timoteao received
2,000 shares as a staff bonus;  Charles Steele  received 10,000 shares for board
participation  and public  relations  services;  Alan & Viola Ose received 5,000
shares for storage of materials;  Steve and Sandy  Mundahl  received 6000 shares
for their co-writing services; Eddie L. Young & Natilyne W. Young received 5,000
shares for the marketing and training services;  and Shirley Scheffield received
10,000  shares for  marketing and public  relations  services.  The offering was
conducted  pursuant to Section 4(2) of the Act, Rule 506,  Section 8-6-11 of the
Alabama  Code,  Section  R14-4-126 of the Arizona Code,  Section  25102.1 of the
California Code, Section 10-5-9 (13) of the Georgia Code, Rule 803.7 and Section
402(b)(21) of the Michigan Code, Section .1205 of the North Carolina Code,


<PAGE>



Sec. 48-2-125 of the Tennessee Code, Section 460-44A-506 of the Washington Code,
and Section 17-4-114 of the Wyoming Code.

          The Company relied upon Section 8-6-11 of the Alabama Code of 1975, as
amended  for  this  transaction.  The  facts  relied  upon to make  the  Alabama
Exemption  include the  following:  (i) the sale was to not more than 10 persons
within a 12 month period;  (ii) the issuer  reasonably  believes that all buyers
are purchasing for investment purposes only; (iii) the issuer makes a reasonable
inquiry to determine if the  purchaser is acquiring  the  securities  for him or
herself or for other persons;  (iv) the issuer  provides  written  disclosure to
each purchaser  prior to the sale that the securities  have not been  registered
under the Act and therefore,  cannot be resold unless they are registered  under
the Act or unless an exemption from  registration is available;  (v) a legend is
placed  on the  certificate  that  states  that  the  securities  have  not been
registered under the act and setting forth the  restrictions on  transferability
and sale of the securities; (vi) no commission or other remuneration is paid for
soliciting  any  prospective  buyer;  (vii) no public  advertisement  or general
solicitation  is used in connection  with the issue;  (viii) the Company filed a
completed  SEC Form D with the  Alabama  Securities  Division;  (ix) the Company
executed a Form U-2  consent  to service of process in the state of Alabama  and
(x) the  Company  paid  an  appropriate  filing  fee to the  Alabama  Securities
Commission.

          The  Company  relied upon  Section  R14-4-126  of the Arizona  Revised
Statutes  for several  transactions.  The facts  relied upon to make the Arizona
Exemption  include the following:  (i) units were sold to less than  thirty-five
(35) persons;  (ii) each  purchaser who was not an  accredited  investor  either
alone or with  purchaser  representative  had such  knowledge and  experience in
financial  and business  matters  sufficient to evaluate the merits and risks of
the  prospective  investment;  (iii) the bad boy provisions of the rule apply to
neither the Company nor its  predecessors  or  affiliates;  and (iv) neither the
issuer nor any person acting on its behalf offered or sold the securities by any
form of general  solicitation  or general  advertising;  (v) the Company filed a
completed SEC Form D with the Arizona Corporation  Commission signed by a person
duly authorized by the issuer;  (vi) the Forms were filed not later than 15 days
after the first sale of the  securities  in Arizona;  (vii) the Company  paid an
appropriate filing fee of $250.00 to the Arizona Corporation Commission.

          The Company  relied upon Section  25102.1 of the  California  Code for
this transaction. The facts relied upon to make the California Exemption include
the following:  (i) the Company filed a completed SEC Form D with the California
Department  of  Corporations;  (ii) the  Company  executed a Form U-2 consent to
service of process  in the state of  California;  (iii) the Forms were filed not
later than 15 days after the first sale of the securities in California; and (v)
the Company paid an appropriate filing fee.

           The  Company  relied upon Geogia  Code  Section  10-5-9(13)  for this
transaction.  Such reliance is based on the following: (i) the number of Georgia
purchasers did not exceed fifteen (15); (ii) the securities were not offered for
sale by means of any form of general or public  solicitations or advertisements;
(iii) a legend  was  placed  upon the  certificates;  and  (iv)  each  purchaser
represented that he purchased for investment.

          The  Company  relied  upon Rule 803.7 and  Section  402(b)(21)  of the
Michigan Uniform Securities Act for several transactions.  The facts relied upon
to make the Michigan  Exemption  include the following:  (i) the Company filed a
completed  SEC Form D with the Michigan  Securities  Division;  (ii) the Company
executed a Form U-2  consent  to  service  of process in the state of  Michigan;
(iii) the Forms  were  filed not later  than 15 days after the first sale of the
securities in Michigan;  (iv) the Company provided the Michigan State Securities
Administrator  a copy  of  the  information  furnished  by  the  Company  to the



<PAGE>


offerees,  which  constitutes  disclosure  adequate  to satisfy  the  anti-fraud
provisions  of the act;  and (v) the Company paid an  appropriate  filing fee of
$100.

           The  Company  relied upon Rule .1205 of the North  Carolina  Code for
this  transaction.  Such reliance is based on the following:  (i) no commission,
discount,  finders fee or other similar  remuneration or  compensation  shall be
paid,  directly  or  indirectly  to any person for  soliciting  any  prospective
purchaser of the security sold to a North Carolina Resident; (ii) any prospectus
or disclosure  document used in the offering  shall disclose  conspicuously  the
legends  required by Rule .1316 of the North Carolina Code;  (iii) not less than
10 business days prior to any sale or receipt of signed  subscription  agreement
of the  securities to a resident of North  Carolina,  the issuer shall file with
the administrator (a) a statement signed by the issuer and acknowledged before a
notary public  identifying the issuer,  including  name,  form of  organization,
address  and  telephone  number,  (b) a  statement  signed  by  the  issuer  and
acknowledged  before a notary public identifying the persons who will be selling
the securities in North Carolina and describing any commissions, discounts, fees
or other remuneration or compensation to be paid to such persons,  (c) a summary
of the proposed offering; (iv) a Form U-2 Consent to Service of Process is filed
naming the North Carolina Secretary of State as the service agent, signed by the
issuer;  (v) a filing fee of $25.00 is submitted,  payable to the North Carolina
Secretary of State;  (vi) if the sale is offered to not more than 5  individuals
who  reside in North  Carolina,  compliance  with .1205 is not  required;  (vii)
neither the issuer nor any person  acting on the issuer's  behalf shall offer or
offer to sell by any  means  or any  form of  general  solicitation  or  general
advertising.

          The Company  relied upon Section.  48-2-125,  as  interpreted  by Rule
0780-4-2-.11 of the Tennessee  Securities Act of 1980 for this transaction.  The
facts relied upon to make the Tennessee Exemption include the following: (i) the
Company filed a completed SEC Form D with the Tennessee  Division of Securities;
(ii) the Form was filed not later than 15 days after the first  sale;  (iii) the
Company provided the Tennessee  Division of Securities a copy of the information
furnished by the Company to the offerees,  (iv) the Company  executed a Form U-2
consent to service of process;  and (v) the Company paid an  appropriate  filing
fee.

          The Company relied upon Section 460-44A-506 of the Washington Code for
several  transactions.  The facts relied upon to make the  Washington  Exemption
include the  following:  (i) the Company  filed a completed  SEC Form D with the
Washington Department of Financial  Institutions,  Securities Division; (ii) the
Form was filed  not later  than 15 days  after  the  first  sale;  and (iii) the
Company executed a Form U-2 consent to service of process,  and (iv) the Company
paid an appropriate filing fee of $300.00 to the Washington State Treasurer.

          The Company relied upon Section  17-4-114 of the Wyoming Code for this
transaction.  The facts  relied upon to make the Wyoming  Exemption  include the
following: (i) the sale was to not more that 15 persons with 12 months, (ii) the
issuer  reasonably  believes that all the buyers are  purchasing  for investment
purposes,  (iii) no commission or other  remuneration is paid for soliciting any
prospective buyer in Wyoming, (iv) the Company filed a completed SEC Form D with
the Wyoming  Secretary of State;  (v) the Company executed a Form U-2 consent to
service  of  process  in the  state of  Wyoming;  and (vi) the  Company  paid an
appropriate filing fee.

           In September  2000,  the Company  entered into a Consulting  Contract
with David Penney & Associates  ("DPA").  DPA is to locate  possible  merger and
acquisition  candidates,  as well as sources of financing  for the  Company.  As
compensation,  DPA  shall  be  entitled  to a fee of ten  percent  (10%)  of the
financing  obtained or ten  percent  (10%) of the total value of the stock to be
exchanged.  DPA also has piggy-back  registration rights in the event restricted
shares are issued.




<PAGE>



Discussion and Analysis

           The Company has been engaged in the  motivational  training  business
since its inception in February  1997. In March 1998, it acquired L.L. Brown and
Associates,  Inc., a Washington corporation ("LLBA") formed in September 1992 as
a wholly-owned  subsidiary,  which was also engaged in the motivational training
business.  Both the Company's and LLBA's  founding  philosophies  arose from the
diversified  experience  of their  management in the  motivational  training and
related industries.

           The  Company  was  formed  in  February  1997  and had  little  or no
operations  until March,  1998,  when it acquired  LLBA.  L.L. Brown is a public
educational  corporation  which  designs  and  markets  curricula  and  training
materials  that teach people how to make  positive  changes in their lives.  Its
principle  purpose  is to teach  techniques  in  critical  thinking,  self-image
psychology  and self  motivation  which  helps  people to improve the quality of
their lives.

           L.L.  Brown's  seminars  and  training  material  are widely  used by
corporations, non-profit agencies, universities, social service agencies, school
districts  and youth  services  agencies.  The Company works with people to show
them that change is possible and shows  organizations and their employees how to
become resilient,  focused, goal oriented and innovative. They use techniques in
self-image   psychology  and  mind/brain  research  and  apply  it  to  everyday
situations,  such as transition and decision making.  Their customers are taught
to achieve their personal and  professional  goals with an array of products and
services.


Results  of  Operations  -For the Nine  Months  Ending  September  30,  2000 and
September 30, 1999

Financial Condition, Capital Resources and Liquidity

           Through the 3rd quarter ended September 30, 1999 and 2000 the Company
recorded revenues of $647,405 and $625,663  respectively.  For the third quarter
ended  September  30, 1999 and 2000 the  Company had general and  administrative
expenses and total  operating  expenses of $248,846  and $300,851  respectively.
This  increase  of  $52,005  was due to an  increase  in  advertising,  customer
entertainment, insurance costs, temporary support staffing and rent.

           Through  the 3rd  quarter  ended  September  30,  1999 and 2000,  the
Company had research and experimentation expenses of $0 and $0, respectively.

Net Losses

           Through the 3rd quarter ended September 30, 1999 the Company reported
a net income of $57,767.  Through the 3rd quarter  ended  September 30, 2000 the
Company  reported a net loss of $22,398.  The decrease is primarily  due to less
revenues and higher administrative expenses.

           The  ability  of the  Company  to  continue  as a  going  concern  is
dependent upon increasing sales and obtaining  additional capital and financing.
The Company is currently  seeking  financing to allow it to continue its planned
operations.

Employees

           At September 30, 2000, the Company employed five (5) persons. None of
these  employees  are  represented  by a labor union for purposes of  collective
bargaining. The Company considers its


<PAGE>



relations  with its  employees  to be  excellent.  The  Company  plans to employ
additional  personnel as needed upon product rollout to accommodate  fulfillment
needs.

Research and Development Plans

           The Company  believes that research and  development  is an important
factor in its future growth.  The self  improvement  and motivation  industry is
closely  linked to  psychological  advances,  which  enhance  the quality of the
Company's  products  and  services  for its use by the  public.  Therefore,  the
Company must continually invest in the latest technology to appeal to the public
and to effectively  compete with other  companies in the industry.  No assurance
can  be  made  that  the  Company  will  have   sufficient   funds  to  research
psychological advances as they become available.  Additionally, due to the rapid
advance  rate at which  self-psychology  advances,  the  Company's  research and
materials  may be outdated  quickly,  preventing  or impeding  the Company  from
realizing its full potential profits.

Forward-Looking Statements

           This Form 10-QSB  includes  "forward-looking  statements"  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
expansion and growth of the Company's  business and  operations,  and other such
matters are  forward-looking  statements.  These statements are based on certain
assumptions  and analyses made by the Company in light of its experience and its
perception  of  historical  trends,   current  conditions  and  expected  future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the control of the Company.

           Consequently, all of the forward-looking statements made in this Form
10-QSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.

PART II

Item 1. Legal Proceedings.

           The Company knows of no legal  proceedings  to which it is a party or
to which any of its  property is the subject  which are pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2. Changes in Securities and Use of Proceeds

           None.





<PAGE>


Item 3. Defaults in Senior Securities

           None

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

           No matter was submitted during the quarter ending September 30, 2000,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5. Other Information

           None.

Item 6. Exhibits and Reports on Form 8-K

(a)  The exhibits  required to be filed herewith by Item 601 of Regulation  S-B,
     as described in the following index of exhibits, are incorporated herein by
     reference, as follows:

Item 1.              Index to Exhibits

<TABLE>
<CAPTION>
Exhibit No.    Description
----------     -------------------------------
<S>      <C>   <C>
3.(i).1  (1)   Articles of Incorporation of Smart Industries, Inc. filed February 19, 1997.

3.(i).2  (1)   Certificate of Amendment of Articles of Incorporation changing name to L.L. Brown
               International, Inc. filed March 24, 1998.

3.(ii).1 (1)   Bylaws of Smart Industries, Inc.

4.1      (1)   Form of Private Placement Offering of 1,600,000 common shares at $0.01 per share
               dated February 1997.

4.2      (1)   Form of Private Placement Offering of 500,000 common shares at $1.00 per share
               dated April 1998.

4.3      (1)   Promissory Note between L.L. Brown and KeyBank National Association in the
               amount of $126,104.00 dated October 1998.

10.1     (1)   Consulting Agreement between Neil Rand of Corporate Imaging and L.L. Brown
               dated March 2, 1998.

10.2     (1)   Share Exchange Agreement between L.L. Brown International, Inc. and LL Brown
               & Associates, Inc. dated March 14, 1998.

10.3     (1)   Agreement between Steven Mundahl and Lester L. Brown to assist in writing
               auto-biography, dated September 1998.

10.4     (1)   Production Agreement between KBDI and Lester Brown dated September 1998.

10.5     (1)   Standard Industrial Lease between L.L. Brown and Cook Inlet Region, Inc. dated
               January 1999.

10.6     (1)   Service Contract between L.L. Brown and the County of Washtenaw, dated
               January 2000.
</TABLE>


<PAGE>


<TABLE>
<S>      <C>   <C>
10.7     (1)   Agreement between L.L. Brown and Kern County for an Independent Thinking
               Skills Training for CalWorks Participants, dated May 2000.

10.8     (1)   Client Service Contract between L.L. Brown and the State of Washington
               Deportment of Social and Health Services, dated June 2000.

10.9     (1)   Non-Circumvention/Finder's Fee Agreement between L.L. Brown and David
               Penney & Associates, dated September 2000.
---------------------
</TABLE>

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.

Item 2.  Description of Exhibits

           The documents  required to be filed as Exhibits Number 2 and 6 and in
Part III of Form 1-A filed as part of this Registration  Statement on Form 10-SB
are listed in Item 1 of this Part III above.  No  documents  are  required to be
filed as Exhibit Numbers 3 , 5 or 7 in Part III of Form 1-A and the reference to
such Exhibit Numbers is therefore omitted. The following additional exhibits are
filed hereto:





<PAGE>


                                   SIGNATURES
                          -----------------------------

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

                         L.L. Brown International, Inc.
                    ----------------------------------------
                                  (Registrant)


Date: 1/5/00                By: /s/ Carolyn Scott Brown
                            -----------------------------------
                            Carolyn Scott Brown, President


                            By: /s/ Lester L. Brown
                            ------------------------------------
                            Lester L. Brown, Vice-President