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, 2001

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 March 31, 2001,  there were 10,638,803  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, 2001 and 2000













<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, 2001 and 2000

      ASSETS
                                                                                            2001           2000
                                                                                ----------------      ---------------
<S>                                                                             <C>                   <C>
           Current Assets
            Cash and Cash Equivalents                                           $            191      $           827
            Accounts receivable net                                                       22,287               57,022
            Inventory                                                                     47,607               81,923
            Deposits                                                                       7,854                7,854
                                                                                ----------------      ---------------

                          Total current assets                                            77,938              147,626
                                                                                ----------------      ---------------

      Property and Equipment, net                                                         52,286               30,296
                                                                                ----------------      ---------------

            Other Assets
                          Due from Stockholders                                           12,557               13,211
                                                                                ----------------      ---------------

TOTAL ASSETS                                                                    $        142,781      $       191,132
                                                                                ================      ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

      Current Liabilities
            Bank Overdrafts                                                     $         30,069      $        35,703
            Accounts Payable                                                             240,986              161,877
            Notes Payable                                                                 21,888               24,545
            Accrued payroll and business taxes                                            49,546               37,567
            Current maturities of long-term debt                                          38,788               32,500
                                                                                ----------------      ---------------

                          Total current liabilities                                      381,278              292,192
                                                                                ----------------      ---------------

      Long term Debt, less current maturities                                             62,286               73,890
                                                                                ----------------      ---------------

      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 2001, 10,468,803                                              10,640               10,470
            shares issued and outstanding in 2000
            Additional paid-in capital                                                   604,628              434,798
            Accumulated deficit                                                         (916,051)            (620,217)
                                                                                ----------------      ---------------

                          Total Stockholders' Equity (Deficit)                          (300,783)            (174,950)
                                                                                ----------------      ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)                             $        142,781      $       191,132
                                                                                ================      ===============
</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, 2001 and 2000

                                                                    2001          2000
                                                                    ----          ----
<S>                                                              <C>            <C>
Revenues                                                         $     106,938  $     114,760

Cost of Sales                                                           98,295  $      45,176
                                                                --------------- -------------

Gross Profit                                                             8,643         69,584

General & Administrative                                         $     119,709  $      77,532
                                                                --------------- -------------

           Income(Loss) on Operations                                 (111,066)        (7,948)

     Interest expenses                                                   4,859             25
                                                                --------------- -------------

           Income (Loss) before Income Taxes                          (115,926)        (7,973)

           Income Taxes                                                      -              -

           Net Income (Loss)                                    $     (115,926) $      (7,973)
                                                                =============== =============



     Net Income(Loss) per share-basic and diluted:              $       (0.011) $      (0.001)

     Weighted Average Basic shares Outstanding                      10,609,303     10,466,178
</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, 2001 and 2000




                                       Common Stock
                                                              Additional
                                    Shares       Amount        paid - in    Accumulated
                                                                capital       Deficit        Total
                                   ----------  -----------   ------------  -------------- ------------
<S>                                <C>         <C>           <C>           <C>            <C>
  Beginning Balance
December 31, 1999                    10465303     $ 10,466   $   431,302   $    (612,244) $  (170,476)

   Shares Purchased                      3500            4   $     3,496                        3,500

   Shares Issued as
     Compensation(value$0.001)                                                                      -

   Net Income(Loss)                                                               (7,973)      (7,973)

Ending Balance
  March 31, 2000                     10468803     $ 10,470   $   434,798   $    (620,217)  $ (174,950)
                                   ==========  ===========   ============  ==============  =============
</TABLE>


<TABLE>
<CAPTION>
                                       Common Stock
                                                              Additional
                                    Shares       Amount        paid - in    Accumulated
                                                                capital       Deficit        Total
                                   ----------  -----------   ------------  -----------    ------------
<S>                                <C>         <C>           <C>           <C>            <C>
Beginning Balance
December 31, 2000                    10602803  $    10,604   $    568,664  $   (800,125)  $  (220,857)

   Shares Purchased                                                                                 -


Shares issued as  Compensation
(value $0.001)                          36000           36         35,964                      36,000

   Net Income(Loss)                                                             (115,926)    (115,926)


   Ending Balance March 31, 2001     10638803  $    10,640   $    604,628   $  (916,051)   $ (300,783)
                                   ==========  ===========   =============  =============  =============
</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, 2001 and 2000



Cash flows from operating activities                                 2001            2000
                                                                     ----            ----
<S>                                                            <C>              <C>
      Net Income (Loss)                                        $     (115,926)  $      (7,973)
                                                               --------------   --------------
      Adjustments to reconcile net loss used in operating
      activities
          Depreciation                                                  3,515           3,733
          Stock issued in Lieu of Cash Compensation                    36,000               -
          Changes in operating assets and liabilities
             Accounts receivable                                       18,913           6,994
             Inventory                                                  5,178               -
             Deposits                                                       -               -
             Accounts payable                                          18,102         (12,895)
             Accrued liabilities                                       (4,122)         (2,505)
                                                               --------------   --------------

          Total adjustments                                           77,587           (4,673)
                                                               --------------   --------------

      Net cash provided (used) in operating activities               (38,338)         (12,646)
                                                               --------------   --------------

Cash flows from financing activities
      Proceeds from issuance of long-term debt
      Proceeds from issuance of common stock                                -          3,500
      Bank Overdrafts                                                  30,069          17,872
      Net borrowings(payments) on notes payable                           (62)           (475)
      Principal payments on long-term debt                             (3,723)         (2,508)
      Net advances to stockholders                                          0          (5,852)
                                                               --------------   --------------

      Net cash provided by financing activities                        26,284          12,537
                                                               --------------   --------------

Cash Flows from Investing Activities

      Purchases Property & Equipment                                   (1,525)              -
                                                               --------------   --------------
      Net cash provided(used) by Investing Activities                  (1,525)              -

Net increase in cash                                                  (13,580)           (109)

Cash at Beginning of Year                                              13,771             936
                                                               --------------   --------------

Cash at March 31                                               $          191   $         827
                                                               ==============   ==============

Supplemental disclosures of cash flow information
Cash paid during the period for Interest                       $        4,859   $          25
                                                               ==============   ==============
</TABLE>

                             See accompanying notes
                                      F- 4



<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                             March 31, 2001 and 2000



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 .5% 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, 2001 and 2000

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>
                                                             2001          2000
                                                             ----          ----

    Office Equipment                                     $   85,584     $  84,058
    Furniture & Fixtures                                     45,122        45,122
    Vehicles                                                 42,775        29,740
    Leasehold improvements                                    6,227         6,227
                                                         ------------   -----------

    Less:  Accumulated depreciation & amortization       $  179,708      $165,147
                                                           (127,421)     (134,851)
                                                         ------------   -----------

                                                         $   52,286     $  30,296
                                                         ============   ===========
</TABLE>



                                       F-6



<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                             March 31, 2001 and 2000



Note 4 - Notes Payable

<TABLE>
<S>                                                                   <C>       <C>
Notes payable to banks consisted of the following:                        2001     2000
                                                                          ----     ----

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%.          $ 12,363  $ 14,545
 .
                                                                      $ 21,888  $ 24,545
                                                                      ========  ========

Note 5 - Long-term Debt

Long-term debt consists of the following:

                                                                        2001      2000
                                                                        ----      ----

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          $         $  11,525

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                                                         $ 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          $ 66,014  $  94,866

                                                                      $101,074  $ 106,390
                                                                     ---------- ---------
Less current maturities                                               $ 38,788  $  32,500

Long-term debt, less current maturities                               $ 62,286  $  73,890
                                                                     ========== =========
</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,

                              2001      $    38,788
                              2002           40,258
                              2003            6,516
                              2004           15,512
                                        ------------
                                        $   101,074




                                       F-7



<PAGE>


                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                             March 31, 2001 and 2000


Note 6 - Advertising

Advertising  costs are charged to operations  when  incurred,  which amounted to
$1,673 for 2001 and $3,211 for 2000.

Note 7 - Federal Income Taxes

At March 31, 2001 and 2000, the Company had net operating loss  carryforwards of
approximately  $800,000 and $612,000  respectively,  expiring in year 2014.  The
amount  recorded  as  deferred  tax  assets  as of March  31,  2001 and 2000 was
approximately $264,000 and $202,000 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 $264,000 and $202,000 against this deferred tax asset.

Note 8 - Commitments

The  Company  leases its  administrative  offices and  certain  equipment  under
operating  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, 2001 $ 64,106 2002 55,920 2003 55,920

                                                     $          240,052
                                                     ===================


Note 9 - Related Party Transactions

The Company had  advances of $ 12,557 and $ 13,211 to the Vice  President  as of
March 31, 2001 and 2000 respectively.









                                       F-8




<PAGE>



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

General

     In March  2001,  the  Company  issued an  additional  26,000  shares of its
restricted  common stock to Neil Rand for continuing  services  performed by Mr.
Rand d/b/a Corporate Imaging for the Company.  Additionally,  the Company issued
10,000 shares of its  restricted  common stock to Alan and Viola Ose for storage
space in the Phoenix  area and sold 1,000 shares to one (1) investor for $1,000.
For such offering, the Company relied upon Section 4(2) of the Securities Act of
1933, as amended (the "Act"),  Rule 506 of  Regulation D promulgated  thereunder
Section  517.061(11) of the Florida Code, Section  406-44A-506 of the Washington
Code and  Section 2 of  Chapter 9 - Notice  Filings  for Public  Securities  and
Section 17-4-132 of the Wyoming Statutes.

     The facts relied upon to make the Florida  exemption  available include the
following:  (i) sales of the  shares of common  stock were not made to more than
thirty-five  (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.

     The facts relied upon to make the Washington  Exemption  applicable 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  fifteen  (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 facts relied upon to make the Wyoming Exemption  applicable include the
following:  (i) the sale was to not more that fifteen (15) persons within twelve
(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 of $200.00.




                                       13

<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 Three Months Ending March 31, 2001 and March 31,
2000

Financial Condition, Capital Resources and Liquidity

     Through the 1st quarter ended March 31, 2000 and 2001 the Company  recorded
revenues of $114,760 and $106,938 respectively. The decrease in revenues was due
to the fact that the Company  focused on and entered into longer term  contracts
than it had in the past.  Although this  guaranteed the Company a steady revenue
stream,  packages  for  service  and  products  were at bulk  (lower)  rates and
resulted in decreased revenues.

     For the 1st  quarter  ended March 31, 2000 and 2001 the Company had general
and administrative expenses of $77,532 and $119,709 respectively.  This increase
in expenses of $42,177 was due to the hiring of a full time chief of  operations
and computer  programmer/webmaster  and also the fees  associated with having to
prepare GAAP compliant quarterly and annual financial statements.

Net Losses

     Through  the 1st quarter  ended  March 31, 2000 the Company  reported a net
loss of  $7,973.  Through  the 1st  quarter  ended  March 31,  2001 the  Company
reported a net loss of $115,926.

     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.



                                       14

<PAGE>



Employees

     At March 31, 2001, 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.

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.



                                       15

<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, 2001,  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.
</TABLE>


                                       16

<PAGE>


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

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.

11.1     [3]      Statement re:  computation of per share earnings
---------------------
</TABLE>

[1]  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB filed November 13, 2000.

[2]  Incorporated  herein by reference to the  Company's  Annual  Report on Form
     10KSB filed March 21, 2001.

                                       17

<PAGE>



[3]  Incorporated   herein  by  reference  to  the   Company's   First   Amended
     Registration Statement on Form 10SB filed April 5, 2001.

     (b)  No reports on Form 8-K have been filed.

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: May 7, 2001         By: /s/ Carolyn Scott Brown
                          ----------------------------------
                           Carolyn Scott Brown, President


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


                                       19

<PAGE>