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, 2002

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, $0.001 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, 2002,  there were 11,613,803  shares of voting stock of
the registrant issued and outstanding.



<PAGE>



                                     PART I

Item 1. Financial Statements



                         L.L. Brown International, Inc.

                        Consolidated Financial Statements

                           September 30, 2002 and 2001


<PAGE>









                         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, 2002 and 2001



ASSETS                                                                                 2002        2001
                                                                                -------------   ------------
<S>                                                                             <C>             <C>
Current Assets
         Cash and Cash Equivalents                                              $     7,815     $        519
         Accounts receivable net                                                     55,969           29,612
         Inventory                                                                   40,996           53,163
         Deposits                                                                     7,260            7,854
                  Total current assets                                              112,040           91,148
Property and Equipment, net                                                          29,452           45,656
         Other Assets
                  Due from Stockholders                                              22,477           12,557
TOTAL ASSETS                                                                    $   163,969     $    149,361
                                                                                =============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                                                =============   ============
Current Liabilities
              Bank Overdrafts                                                   $         -     $      8,961
         Accounts Payable                                                           314,781          261,332
         Notes Payable                                                                9,525           22,164
         Accrued payroll and business taxes                                          69,723           55,536
         Current maturities of long-term debt                                        30,674           44,217
                  Total current liabilities                                         424,703          392,210
Long-term Debt, less current maturities                                              18,770           34,958
Stockholders' Equity (Deficit)
         Preferred stock, $.001 par value, 1,000,000 shares authorized,
               no shares issued
         Common  stock, $.001 par value, 20,000,000 shares authorized,
                 10,638,803 shares issued and outstanding in 2002,
 10,638,803 shares issued and outstanding in 2001                                    10,640           10,640
         Additional paid-in capital                                                 604,628          604,628
         Accumulated deficit                                                      (894,772)        (893,074)
                     Total Stockholders' Equity (Deficit)                         (279,504)        (277,806)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $   163,969     $    149,361
                                                                                =============   ============
</TABLE>

                             See accompanying notes


                                       F-1




<PAGE>



<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Operations
     For the Nine Months And The Quarters Ended September 30, 2002 and 2001



                                                                         2002                           2001
                                                                -------------------             ------------------
                                                                             Year-to-                        Year-to-
                                                               Quarter          Date          Quarter           Date
                                                            ----------      ----------     ----------      -----------
<S>                                                          <C>             <C>            <C>           <C>
Revenues                                                    $   87,039       $ 389,448      $ 157,963      $   413,563
Cost of Sales                                                   33,177         138,281         57,375          211,028
                                                            ----------      ----------     ----------      -----------
Gross Profit                                                    53,862         251,167        100,588          202,535

General & Administrative                                        68,664        $250,233         73,914      $   284,031
                                                            ----------      ----------     ----------      -----------
              Income (Loss) on Operations                     (14,802)             934                        (81,496)
                                                                                               26,674
         Interest expenses                                         303           5,027          3,285           11,453
                                                            ----------      ----------     ----------      -----------
              Income (Loss) before Income Taxes               (15,105)         (4,093)         23,389         (92,949)
              Income Taxes                                          --              --             --               --
                 Net Income(Loss)                           $ (15,105)       $ (4,093)     $   23,389         $ 92,949
                                                            ==========      ==========     ==========      ===========
         Net Income (Loss) per share
                     - basic and diluted                    $ (0.001 )       $ (0.000)     $    0.002      $   (0.009)
                                                            ==========      ==========     ==========      ===========
         Weighted Average Basic
                     Shares Outstanding                     10,638,803      10,638,803     10,638,803       10,608,723
                                                            ==========      ==========     ==========      ===========
</TABLE>








<PAGE>



<TABLE>
<CAPTION>
                                              L.L. Brown International, Inc.
                                 Consolidated Statements of Stockholders' Equity (Deficit
                                   For the Nine Months Ended September 30, 2002 and 2001



                                                                                  Additional
                                        Common Stock                         paid - in        Accumulated
                                           Shares             Amount          capital           Deficit             Total
                                        ----------------  --------------  --------------- -------------------     ------------
<S>                                         <C>                 <C>             <C>              <C>               <C>
Beginning Balance
   December 31, 2000                          10,602,803        $ 10,604        $ 568,664         $ (800,125)       $(220,857)
   Shares Purchased
   Shares Issued as
   Compensation (value $0.001)                    36,000              36           35,964                               36,000
   Net Income (Loss)                                                                                 (92,949)         (92,949)
Ending Balance
   June 30, 2001                              10,638,803        $ 10,640        $ 604,628         $ (893,074)       $(277,806)
                                        ================  ==============  =============== ===================     ============
</TABLE>




<TABLE>
<CAPTION>
                                                                            Additional
                                        Common Stock                         paid - in        Accumulated
                                           Shares             Amount          capital           Deficit             Total
                                        ----------------  --------------  --------------- -------------------     ------------
<S>                                         <C>                 <C>             <C>             <C>                 <C>
   Beginning Balance
 December 31, 2001                            10,638,803         $10,640        $ 604,628          ($890,679)       $(275,411)
   Shares Purchased
   Shares Issued as
      Compensation (value $0.001)
   Net Income (Loss)                                                                                  (4,093)          (4,093)
Ending Balance
   June 30, 2002                              10,638,803        $ 10,640        $ 604,628         $( 894,772)       $(279,504)
                                        ================  ==============  =============== ===================     ============
</TABLE>





<PAGE>




<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Cash Flows
          For The Nine Months And The Quarters Ended September 30, 2002



                                                                       2002                      2001
                                                             ------------------------  -------------------------
                                                                             Year                      Year
                                                                 Quarter   To Date      Quarter       To Date
                                                             -----------  -----------  -----------  ------------
<S>   <C>                                                     <C>          <C>          <C>          <C>
Cash flows from operating activities
      Net income(loss)                                          ($15,105)     ($4,093)     $23,389     ($92,949)
                                                             -----------  -----------  -----------  ------------
      Adjustments to reconcile net loss used in operating
      activities
                  Depreciation                                     3,012        9,035        3,315        10,146
                  Stock issued in lieu of cash
                  compensation                                                                            36,000
                  Changes in assets and liabilities
                  Accounts receivable                              1,760      (28,650)      (6,964)       11,588
                  Inventory                                        7,240                    (3,008)         (378)
                  Deposits                                                       594
                  Accounts payable                                 7,052       44,198       10,711        38,448
                  Accrued liabilities                            (1,631)       14,248        1,841         2,255
                  Total Adjustments                               17,433       39,425        5,895        98,059
                                                             -----------  -----------  -----------  ------------
      Net cash provided(used)in operating   activities             2,328       35,332       29,284         5,110
                                                             -----------  -----------  -----------  ------------
Cash  flows from financing activities
  Proceeds from long-term debt
  Proceeds from common stock
      Bank overdrafts                                                                      (10,085)        8,961
      Net borrowings(payments) on notes payable                                                              214
      Principal payments on
           long-term debt                                         (6,365)     (24,708)     (18,687)      (26,012)
      Net advances to stockholders                                 6,919      (13,081)
      Net cash provided(used) by   financing activities              554      (37,789)     (28,772)      (16,837)
                                                             -----------  -----------  -----------  ------------
Cash flows from investing activities
      Purchases of property & equipment                                        (1,363)                    (1,525)
                                                             -----------  -----------  -----------  ------------


  Net cash provided(used) by investing activities                              (1,363)                    (1,525)
                                                             -----------  -----------  -----------  ------------

Net increase(decrease) in cash                                     2,882       (3,820)         512       (13,252)

Cash at beginning of period                                        4,933       11,635            7        13,771
                                                             -----------  -----------  -----------  ------------

Cash at Septembver 30                                             $7,815       $7,815         $519          $519
                                                             ===========  ===========  ===========  ============

Supplemental disclosures of cash flow information
Cash paid during the period for interest                            $303       $5,027       $3,285       $11,453
                                                             ===========  ===========  ===========  ============
</TABLE>


                             See accompanying notes






<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                          September 30, 2002 and 2001




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 allowance
is accrued at 1% of net sales.

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.



<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                           September 30, 2002 and 2001

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  costs  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>
<CAPTION>
                                                            2002                         2001
                                                            ----                         ----
<S>                                                         <C>                 <C>
             Office Equipment                               $     72,290        $      85,584
             Furniture & Fixtures                                 39,758               45,122
             Vehicles                                             43,920               42,775
             Leasehold improvements                                6,227                6,227
                                                            $    162,195        $     179,708
Less:   Accumulated depreciation & amortization                 (132,743)            (134,052)

                                                            $     29,452        $      45,656
                                                          ==============        =============
</TABLE>





<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                           September 30, 2002 and 2001

Note 4 - Notes Payable


<TABLE>
<CAPTION>
Notes payable to banks consisted of the following:                                  2002                        2001
                                                                                    ----                        ----

<S>                                                                             <C>                           <C>
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                $   9,525

 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%                                                                       $            0                $     12,639
                                                                                ----------------             ---------------
                                                                                $        9,525                $   22,164
                                                                                ================             ===============
</TABLE>

Note 5 - Long-term Debt


<TABLE>
<CAPTION>
Long-term debt consists of the following:                                           2002                   2001
                                                                                    ----                   ----
<S>                                                                             <C>                     <C>
Note  payable  to a bank  in  monthly  installments  of $548
including  interests at 9.75%, due December 2001, secured by
automobile,  Vehicle  was traded in on August 8, 2000,  debt
was liquidated                                                                  $        0              $            0

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                                                   $   25,286              $       34,517

Note  payable  to a bank in monthly  installments  of $3,207
including  interest at 9.75%,  due October 2002,  secured by
substantially all trade receivables, inventory and equipment                    $   24,158               $      44,658
                                                                                ----------------         ---------------

                                                                                $   49,444               $      79,175
                                                                               -----------------         ---------------
Less current maturities                                                         $   30,674                $     42,217
Long-term debt, less current maturities                                         $   18,770                $     34,958
                                                                                ================         ===============
</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 Dec. 30,
                            2002                  $   11,250
                            2003                      21,927
                            2004                      17,141
                            2005                         -0-
                            2006                         -0-
                                                  ----------
                                                  $   50,318
                                                  ==========




<PAGE>


                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                           September 30, 2002 and 2001


Note 6 - Advertising

Advertising  costs are charged to operations  when  incurred,  which amounted to
$-0- for 2002 and $1,998 for 2001.

Note 7 - Federal Income Taxes

At  September  30,  2002 and 2001,  the  Company  had net  operating  loss carry
forwards of approximately $834,000 and $800,000  respectively,  expiring in year
2014.  The amount  recorded as deferred tax assets as of September  30, 2002 and
2001 were approximately $278,000 and $264,000 respectively, which represents the
amount  of tax  benefits  arising  from the loss of carry  forwards.  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 $278,000 and $264,000 against this deferred
tax asset.

Note 8 - Commitments

The  Company  leases its  administrative  offices and  certain  equipment  under
operation  leases  expiring  in 2003.  The  Company  is  obligated  for  minimum
non-cancelable rental payments under the lease through its term as follows:

 Year ended Dec. 30,
                                 2002     $       13,980
                                 2003             55,920
                                          --------------
                                          $       69,900

Note 9 - Related Party Transactions

The Company had  advances  of $22,477  and $12,557 to the Vice  President  as of
September 30, 2002 and 2001 respectively.

Note 10 - Going Concern

As shown in the  accompanying  financial  statements,  the Company has  incurred
continuing losses the recent years of operations.  The ability of the Company to
continue as a going concern is dependent upon increasing  sales and on obtaining
additional  capital and financing.  The financial  statements do not include any
adjustments  that might be  necessary  if the Company is unable to continue as a
going concern.




<PAGE>



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

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 Three and Nine Months Ended  September 30, 2002
and September 30, 2001

Financial Condition, Capital Resources and Liquidity

     During the three  months  ended  September  30, 2002 and 2001,  the Company
generated revenues of $87,039 and $157,963.  For the nine months ended September
30, 2002 and 2001, the Company generated  revenues in the amount of $389,448 and
$413,563.

     For the three  months  ended  September  30,  2002 and 2001 the Company had
general and administrative  expenses of $68,664 and $73,914. For the nine months
ended  September 30, 2002 and 2001,  the Company had general and  administrative
expenses of $250,233 and $284,031 respectively.

Net Income

     For the 3rd quarter ended September 30, 2002 and 2001, the Company reported
a net income (loss) from operations of ($15,105) and $23,389  respectively.  For
the nine months ended  September 30, 2002 and 2001,  the Company  reported a net
loss from operations of $4,093 and $92,949, respectively.


                                       13

<PAGE>



     The ability of the Company to  continue  as a going  concern is  ultimately
dependent upon its ability to generate sales and obtain  additional  capital and
financing.  The Company is currently  seeking financing to allow it to begin its
planned operations.  However, there can be no assurance that such financing will
be available on acceptable terms, if at all.

New Accounting Pronouncements

     The FASB issued SFAS No. 145,  "Recision of FASB  Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections," on April 30,
2002.  Statement No. 145 rescinds  Statement No. 4, which required all gains and
losses  from  extinguishments  of  debt  to  be  aggregated  and,  if  material,
classified as an  extraordinary  item,  net of related  income tax effect.  Upon
adoption of Statement No. 145,  companies will be required to apply the criteria
in APB  Opinion  No. 30,  "Reporting  the  Results of  Operations-Reporting  the
Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual and
Infrequently   Occurring   Events   and   Transactions"   in   determining   the
classification of gains and losses resulting from the  extinguishments  of debt.
Statement  No. 145 is effective for fiscal years  beginning  after May 15, 2002.
The  Company  is  currently  evaluating  the  requirements  and  impact  of this
statement on its results of operations and financial position.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities." This standard requires  companies
to recognize  costs  associated  with exit or disposal  activities when they are
incurred  rather than at the date of a commitment  to an exit or disposal  plan.
Examples of costs covered by the standard  include lease  termination  costs and
certain  employee  severance  costs that are  associated  with a  restructuring,
discontinued operation,  plant closing, or other exit or disposal activity. SFAS
No. 146 is to be applied  prospectively to exit or disposal activities initiated
after  December 31, 2002. The adoption of this statement is not expected to have
a material impact on the Company's results of operations and financial position.

Employees

     At September  30, 2002,  the Company  employed  three (3) persons.  None of
these  employees  are  represented  by a labor union for purposes of  collective
bargaining.  The  Company  considers  its  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.

                                       14

<PAGE>




Forward-Looking Statements

     Certain statements contained in this quarterly filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

     Such factors include, among others, the following: international,  national
and local  general  economic and market  conditions:  demographic  changes;  the
ability of the Company to sustain, manage or forecast its growth; the ability of
the Company to successfully make and integrate acquisitions;  raw material costs
and availability; new product development and introduction;  existing government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

     Given these  uncertainties,  readers of this Form 10-QSB and  investors are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any revisions to any of the forward-  looking  statements
contained herein to reflect future events or developments.

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.

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,  2002,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

                                       15

<PAGE>




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:

<TABLE>
<CAPTION>
Exhibit No.     Description
----------------------------------------------------------------------
<S>      <C>      <C>
2.1      [1]      Share Exchange Agreement between L.L. Brown International, Inc. and LL Brown
                  & Associates, Inc. dated March 14, 1998.

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]      Renumbered as Exhibit 10.12.

5.1      [6]      Opinion of Mintmire & Associates.

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

10.2     [1]      Renumbered as Exhibit 2.1.

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.
</TABLE>


                                       16

<PAGE>


<TABLE>
<S>      <C>      <C>
10.6     [1]      Service Contract between L.L. Brown and the County of Washtenaw, dated
                  January 2000.

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.

10.10    [2]      Service Agreement between the Company and CWA District 7 dated December 5,
                  2000.

10.11    [2]      Service Agreement between the Company and Arizona, AFLCIO dated January 29,
                  2001.

10.12    [1]      Promissory Note between L.L. Brown and KeyBank National Association in the
                  amount of $126,104.00 dated October 1998.

10.13    [6]      L.L. Brown International, Inc. Year 2002  Employee/Consultant Stock Compensation
                  Plan.

10.14    [7]      Agreement between the Company and the Seminole Tribe of Florida dated August 30,
                  2001.

10.15    [7]      Agreement between the Company and Capital Research Group, Inc., dated January
                  17, 2002.

11.1     [3]      Statement re:  computation of per share earnings.

16.1     [4]      Letter on change of certifying accountant pursuant to Regulation SK Section
                  304(a)(3).

16.2     [5]      Letter on change of certifying accountant pursuant to Regulation SK Section
                  304(a)(3).

23.1     [6]      Consent of George Stewart, CPA

23.2     [6]      Consent of Mintmire & Associates (contained in the opinion filed as Exhibit 5.1
                  hereof).

99.1     *        Sarbanes Oxley Certification by Chief Executive Officer.

99.2     *        Sarbanes Oxley Certification by Chief Financial Officer (or equivalent).
</TABLE>

                                       17

<PAGE>



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

[1]  Previously filed as an exhibit to the Company's  Registration  Statement on
     Form 10SB on November 13, 2000.

[2]  Previously filed as an exhibit to the Company's Annual Report on Form 10KSB
     on March 21, 2001.

[3]  Previously filed as an exhibit to the Company's First Amended  Registration
     Statement on Form 10SB on April 5, 2001.

[4]  Previously  filed as an exhibit to the Company's  Current Report on Form 8K
     on August 17, 2001.

[5]  Previously  filed as an exhibit to the Company's  amended Current Report on
     Form 8K on August 27, 2001.

[6]  Previously filed as an exhibit to the Company's  Registration  Statement on
     Form S-8 on January 25, 2002.

[7]  Previously filed as an exhibit to the Company's Annual Report on Form 10KSB
     on March 29, 2002.

*    Filed Herewith.

     (b) A report on Form 8-K was filed on August 17,  2001 to disclose a change
in the Registrant's  Certifying  Accountant.  On August 27, 2001, the Registrant
filed an amended Current Report on Form 8-K to disclose  additional  information
regarding the change of accountants at the request of the Commission.

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:









                                       18

<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: November 14, 2002      By: /s/ Carolyn Scott Brown
                             -----------------------------------
                             Carolyn Scott Brown, President


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







                                       19

<PAGE>

                                 CERTIFICATIONS


     I, Carolyn Scott Brown, certify that:

     1. I have  reviewed  this  quarterly  report on Form  10-QSB of L.L.  Brown
International, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.


Date: November 14, 2002

/s/ Carolyn Scott Brown
Carolyn Scott Brown
Chief Executive Officer (or equivalent thereof)



     I, Carolyn Scott Brown, certify that:

     1. I have  reviewed  this  quarterly  report on Form  10-QSB of L.L.  Brown
International, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report; and

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.


Date: November 14, 2002


/s/ Carolyn Scott Brown
Carolyn Scott Brown
Chief Financial Officer (or equivalent thereof)


<PAGE>

EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of L.L. Brown  International,  Inc.
(the "Company") on Form  [10-Q/10-QSB] for the period ending September 30, 2002,
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, Carolyn Scott Brown,  Chief Executive  Officer (or the equivalent
thereof) of the Company,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as adopted
pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge and belief:

(1)  the Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  the information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and result of operations of the Company.


                      /s/ Carolyn Scott Brown
                      ------------------------------------------
                      Carolyn Scott Brown
                      Chief Executive Officer, (or the equivalent thereof)
                      November 14, 2002


<PAGE>

EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of L.L. Brown  International,  Inc.
(the "Company") on Form  [10-Q/10-QSB] for the period ending September 30, 2002,
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, Carolyn Scott Brown,  Chief Financial  Officer (or the equivalent
thereof) of the Company,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as adopted
pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge and belief:

(1)  the Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  the  information  contained in the Repor fairly  presents,  in all material
     respects, the financial condition and result of operations of the Company.



                      /s/ Carolyn Scott Brown
                      -------------------------------------------
                      Carolyn Scott Brown
                      Chief Financial Officer (or the equivalent thereof)
                      November 14, 2002