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: March 31, 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 March 31, 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

                             March 31, 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
                             March 31, 2002 and 2001

ASSETS

                                                                                2002                     2001
                                                                     ---------------          ---------------
<S>                                                                     <C>                    <C>
         Current Assets
                  Cash and Cash Equivalents                             $        900           $          191
                  Accounts receivable net                                     99,222                   22,287
                  Inventory                                                   35,736                   47,607
                  Deposits                                                     7,854                    7,854

                              Total current assets                           143,712                   77,938
         Property and Equipment, net                                          34,113                   52,286
                  Other Assets
                              Due from Stockholders                           29,396                   12,557
TOTAL ASSETS                                                            $    207,221           $      142,781
                                                                     ===============          ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
        Bank Overdrafts                                                 $     17,267           $       30,069
       Accounts Payable                                                      277,894                  240,986
       Notes Payable                                                           9,525                   21,888
      Accrued payroll and business taxes                                      70,325                   49,546
      Current maturities of long-term debt                                    34,330                   38,788
         Total current liabilities                                           409,341                  381,278
         Long-term Debt, less current maturities                              23,657                   62,286
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
Additional paid-in capital                                                    10,640                   10,640
Accumulated deficit                                                          604,628                  604,628
                                                                            (841,045)                (916,051)
         Total Stockholders' Equity (Deficit)                               (225,777)                (300,783)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $   207,221            $      142,781
(DEFICIT)
                                                                     ===============          ===============
</TABLE>

                             See accompanying notes


                                      F- 1

<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Operations
               For the Three Months Ended March 31, 2002 and 2001




                                                                                2002                2001
                                                                     ---------------     ---------------
<S>                                                                    <C>                <C>
                                                                               2002                2001
Revenues                                                               $    160,363       $     106,938
Cost of Sales                                                                16,614              98,295
                                                                     --------------      --------------
Gross Profit                                                                143,749               8,643
General & Administrative                                               $     90,968       $     119,709
                                                                     --------------      --------------
                     Income (Loss) on Operations                             52,781           (111,066)
         Interest expenses                                                    3,147               4,859
                                                                     --------------      --------------
                     Income (Loss) before Income Taxes                       49,634           (115,926)
                     Income Taxes                                                --                  --
                     Net Income (Loss)                                 $     49,634       $   (115,926)
                                                                     ==============      ==============

         Net Income (Loss) per share - basic and diluted               $      0.005       $     (0.011)
         Weighted Average Basic shares Outstanding                       10,638,803          10,609,303
</TABLE>





















                             See accompanying notes


                                      F- 2

<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
            Consolidated Statements of Stockholders' Equity (Deficit
                For the Three Months Ended March 31, 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                           36,000              36        35,964                         36,000
   Compensation (value $0.001)
   Net Income (Loss)                                                                     (115,926)       (115,926)
Ending Balance
   March 31, 2001                         10,638,803        $ 10,640     $ 604,628     $ (916,051)     $ (300,783)
                                       =============  ==============  ============ ===============   ============
</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)                                                                        49,634       49,634
Ending Balance
   March 31, 2002                         10,638,803        $ 10,640     $ 604,628     $  (841,045)   $(225,777)
                                       =============  ==============  ============ ===============   ============
</TABLE>












                             See accompanying notes



                                      F- 3

<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2002 and 2001



                                                                                     2002                2001
                                                                           --------------      --------------
<S>                                                                          <C>                <C>
Cash flows from operating activities
      Net Income (Loss)                                                        $   49,634         $  (115,926)
                                                                           --------------      --------------
      Adjustments to reconcile net loss
          used in operating activities
                 Depreciation                                                       3,012               3,515
                 Stock issued in Lieu of Cash Compensation                                             36,000
                 Changes in operating assets and liabilities
                     Accounts receivable                                          (71,903)             18,913
                     Inventory                                                      5,260               5,178
                     Deposits
                     Accounts payable                                               7,311              18,102
                     Accrued liabilities                                           14,850              (4,122)
                                                                           --------------      --------------
                 Total adjustments                                                (41,470)             77,587
                                                                           --------------      --------------
      Net cash provided (used) in operating activities                              8,164             (38,338)
                                                                           --------------      --------------

Cash  flows from financing activities Proceeds from issuance
  of long-term debt
      Proceeds from issuance of common stock
      Bank Overdrafts                                                              17,267              30,069
      Net borrowings (payments) on notes payable                                                          (62)
      Principal payments on long-term debt                                        (16,166)             (3,723)
      Net advances to stockholders                                                (20,000)

      Net cash provided by financing activities                                   (18,899)             26,284
                                                                           --------------      --------------
Cash Flows from Investing Activities
      Purchases Property & Equipment                                                                   (1,525)
                                                                           --------------      --------------
      Net cash provided (used) by Investing Activities                                                 (1,525)
Net increase(decrease) in cash                                                    (10,735)            (13,580)
                                                                           --------------      --------------
Cash at Beginning of Year                                                          11,635              13,771
Cash at March 31                                                            $         900        $        191
                                                                           ==============      ==============
Supplemental disclosures of cash flow information
Cash paid during the period for interest                                    $       3,147        $      4,859
                                                                           ==============      ==============
</TABLE>

                             See accompanying notes


                                      F- 4

<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                             March 31, 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.


                                      F- 5

<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                             March 31, 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                                         $     72,072           $      85,584
 Furniture & Fixtures                                           39,758                  45,122
 Vehicles                                                       42,775                  42,775
 Leasehold improvements                                          6,227                   6,227
                                                          $    160,832           $     179,708
 Less:   Accumulated depreciation & amortization              (126,719)               (127,421)

                                                          $     34,113           $      52,286
                                                         =============          ==============
</TABLE>


                                      F-6

<PAGE>


                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                             March 31, 2002 and 2001

Note 4 - Notes Payable


Notes payable to banks consisted of the following:

<TABLE>
<CAPTION>
                                                                            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     $   12,363
                                                                        $     9,525     $   21,888
                                                                        ============    ===========
</TABLE>


Note 5 - Long-term Debt


Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                            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                                           $    28,544     $    35,060

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            $    29,443     $    66,014

                                                                        $    57,987     $   101,074
                                                                        -------------   -------------
Less current maturities                                                 $    34,330     $    38,788
Long-term debt, less current maturities                                 $    23,657     $    62,286
                                                                        =============   =============
</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 March 31,

                      2003                  $  35,669
                      2004                      6,806
                      2005                      6,516
                      2006                      6,516
                      2007                      6,516
                                             $ 62,023
                                             =========


                                      F- 7

<PAGE>


                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                             March 31, 2002 and 2001


Note 6 - Advertising

Advertising  costs are charged to operations  when  incurred,  which amounted to
$-0- for 2002 and $1,673 for 2001.

Note 7 - Federal Income Taxes

At March 31, 2002 and 2001, the Company had net operating loss carry forwards of
approximately  $841,000 and $800,000  respectively,  expiring in year 2014.  The
amount  recorded  as  deferred  tax  assets as of March  31,  2002 and 2001 were
approximately $280,000 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 $280,000 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 March 31,

                        2003        55,920
                        2004        41,940

                                $   97,860
                                ===========

Note 9 - Related Party Transactions

The Company had  advances  of $29,396  and $12,557 to the Vice  President  as of
March 31, 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.


                                      F- 8




<PAGE>



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

General

     In January  2002,  the Company  entered  into a consulting  agreement  with
Capital  Research  Group,  Inc. to provide  services for management  consulting,
business advisory, shareholder information and public relations for the Company.
The term of the agreement was for a period of three (3) months.

     In January 2002,  the Company  issued  700,000  shares of its  unrestricted
common  stock to  Shirlene  Fant  Rand for  consulting  services  pursuant  to a
Registration Statement on Form S-8 filed January 25, 2002.

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 Months Ending March 31, 2002 and March 31,
2001

Financial Condition, Capital Resources and Liquidity

     Through the 1st quarter ended March 31, 2002 and 2001 the Company  recorded
revenues of $160,363 and $106,938 respectively.

     For the 1st  quarter  ended March 31, 2002 and 2001 the Company had general
and administrative expenses of $90,968 and $119,709 respectively.

Net Income/Loss

     For the 1st quarter ended March 31, 2002 the Company reported net income of
$49,634.  For the 1st quarter  ended  March 31, 2001 the Company  reported a net
loss of $115,926.


<PAGE>



     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 March 31, 2002,  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  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

     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.




<PAGE>



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 March 31, 2002,  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:

<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.
</TABLE>


<PAGE>


<TABLE>
<S>      <C>      <C>
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.

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).
</TABLE>


<PAGE>


<TABLE>
<S>      <C>      <C>
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).
---------------------
</TABLE>

     [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:









<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: May 10, 2002                  By:
                                    -----------------------------------
                                      Carolyn Scott Brown, President


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