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, 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  twelve  (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
ninety (90) days.

                  Yes  X        No
                      ---         ----

     As of September 30, 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
                           September 30, 2001 and 2000




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, 2001 and 2000

                                     ASSETS

                                                                                   2001              2000
                                                                                   ----              ----
<S>                                                                       <C>              <C>
         Current Assets
                  Cash and Cash Equivalents                               $         519    $            0
                  Accounts receivable net                                        29,612            18,274
                  Inventory                                                      53,163            81,923
                  Deposits                                                        7,854             7,854
                              Total current assets                               91,148           108,051
         Property and Equipment, net                                             45,656            58,511
                  Other Assets
                              Due from Stockholders                              12,557            10,624
TOTAL ASSETS                                                              $     149,361    $      177,185
                                                                          =============    ==============
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                                          =============    ==============
         Current Liabilities
                  Bank Overdrafts                                         $       8,961    $        7,890
                  Accounts Payable                                              261,332           155,246
                  Notes Payable                                                  22,164            22,602
                  Accrued payroll and business taxes                             55,536            51,833
                  Current maturities of long-term debt                           44,217            38,787
                              Total current liabilities                         392,210           276,358
         Long-term Debt, less current maturities                                 34,958            77,230
         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, 10,465,303 shares
                  issued and outstanding in 2000                                 10,640            10,580
                  Additional paid-in capital                                    604,628           188,210
                  Accumulated deficit                                         (893,074)         (375,193)
                              Total Stockholders' Equity (Deficit)            (277,806)         (176,403)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                      $    149,361     $     177,186

                                                                          =============    ==============
</TABLE>


                             See accompanying notes

                                       F-1



<PAGE>



<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Operations
              For the Nine Months Ended September 30, 2001 and 2000


                                                                         2001           2000
                                                                         ----           ----
<S>                                                            <C>              <C>
Revenues                                                       $      413,563   $    625,663
Cost of Sales                                                         211,028        325,970
                                                               --------------   ------------
Gross Profit                                                          202,535        299,693
General & Administrative                                       $      284,031   $    300,851
                                                               --------------   ------------
                     Income (Loss) on Operations                      (81,496)        (1,158)
         Interest expenses                                             11,453         21,240
                                                               --------------   ------------
                     Income (Loss) before Income Taxes                (92,949)       (22,398)
                     Income Taxes                                          --             --
                     Net Income (Loss)                         $      (92,949)  $    (22,398)
                                                               ==============   ============

         Net Income (Loss) per share - basic and diluted       $       (0.009)  $     (0.002)
         Weighted Average Basic shares Outstanding                 10,608,723     10,556,414
</TABLE>





                             See accompanying notes


                                       F-2




<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
            Consolidated Statements of Stockholders' Equity (Deficit
              For the Nine Months Ended September 30, 2001 and 2000



                                                              Additional
                                   Common Stock                paid-in    Accumulated
Beginning Balance                     Shares       Amount      capital      Deficit        Total
                                      -------     --------     -------      --------      ------
<S>                                 <C>          <C>         <C>           <C>          <C>
   December 31, 1999                10,465,303   $ 10,466    $ 179,719     $ (352,795)  $(162,610)

   Shares Purchased                      8,500          9    $   8,491                       8,500
   Shares Issued as                    104,840        105                                      105
   Compensation (value $0.001)
   Net Income (Loss)                                                          (22,398)    (22,398)
Ending Balance
   September 30, 2000               10,578,643   $ 10,580    $ 188,210     $ (375,193)  $(176,403)
                                   ===========  =========  ===========    ============  ==========
</TABLE>


<TABLE>
<CAPTION>
                                                           Additional
                                    Common Stock             paid-in     Accumulated
Beginning Balance                      Shares      Amount    capital       Deficit         Total
                                       -------    --------   -------       --------       ------
<S>                                  <C>          <C>      <C>            <C>           <C>
   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
   September 30, 2001                10,638,803  $ 10,640  $ 604,628      $( 893,074)   $(277,806)
                                    ===========  ========  =========     ============   ==========
</TABLE>






                             See accompanying notes


                                       F-3




<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2001 and 2000



Cash flows from operating activities                                     2001           2000
                                                                         ----           ----
<S>                                                            <C>              <C>
      Net Income (Loss)                                        $      (92,949)  $    (22,398)
                                                               --------------   ------------
      Adjustments to reconcile net loss
          used in operating activities
                 Depreciation                                          10,146         11,850
                 Stock issued in Lieu of Cash Compensation             36,000            105
                 Changes in operating assets and liabilities
                     Accounts receivable                               11,588         53,608
                     Inventory                                           (378)
                     Deposits
                     Accounts payable                                  38,448        (19,526)
                     Accrued liabilities                                2,255         18,048
                                                               --------------   ------------
                 Total adjustments                                     98,059         64,085
                                                               --------------   ------------
      Net cash provided (used) in operating activities                  5,110         41,687
                                                               --------------   ------------

Cash flows from financing activities
      Proceeds from issuance of long-term debt
      Proceeds from issuance of common stock                                           8,500
      Bank Overdrafts                                                   8,961         (9,941)
      Net borrowings (payments) on notes payable                          214         (2,418)
      Principal payments on long-term debt                            (26,012)           832
      Net advances to stockholders                                          0         (3,264)

      Net cash provided by financing activities                       (16,837)        (6,291)
                                                               --------------   ------------
Cash Flows from Investing Activities
        Dispositions of Property & Equipment                                           6,442
      Purchases Property & Equipment                                   (1,525)       (42,774)
                                                               --------------   ------------
      Net cash provided (used) by Investing Activities                 (1,525)       (36,332)
Net increase(decrease) in cash                                        (13,252)          (936)
                                                               --------------   ------------
Cash at Beginning of Year                                              13,771            936
Cash at September 30                                           $          519   $          0
                                                               ==============   ============
Supplemental disclosures of cash flow information
Cash paid during the period for interest                       $       11,453   $     21,240
                                                               ==============   ============
</TABLE>

                             See accompanying notes


                                       F-4



<PAGE>



                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                           September 30, 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 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
                           September 30, 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  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>
<S>                                                 <C>             <C>
                                                      2001                   2000
                                                      ----                   ----
Office Equipment                                    $     85,584    $      84,058
Furniture & Fixtures                                      45,122           45,122
Vehicles                                                  42,775           42,775
Leasehold improvements                                     6,227            6,227

Less:   Accumulated depreciation & amortization      $   179,708     $    178,182
                                                       (134,052)       ( 119,672)
                                                    $     45,656    $      58,510
                                                    ============    =============
</TABLE>


                                       F-6

<PAGE>


                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                           September 30, 2001 and 2000

Note 4 - Notes Payable

<TABLE>
<CAPTION>
Notes payable to banks consisted of the following:                              2001              2000
                                                                                ----              ----
<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%                                                                        $   12,639        $   13,077

                                                                             $   22,164        $   22,602
                                                                             ==========        ==========
</TABLE>

Note 5 - Long-term Debt

<TABLE>
<CAPTION>
Long-term debt consists of the following:                                       2001              2000
                                                                                ----              ----
<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                                                $   34,517        $   37,775

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                                   $   44,658        $   78,243
                                                                             ----------        ----------
                                                                             $   79,175        $  116,018
                                                                             ----------        ----------
Less current maturities                                                      $   42,217        $   38,788
Long-term debt, less current maturities                                      $   34,958        $   77,230
                                                                             ==========        ==========
</TABLE>


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

Year ended September 30,
                            2001   $    38,788
                            2002        40,258
                            2003         6,516
                            2004        15,512
                            -----  -----------
                                   $   101,074



                                       F-7

<PAGE>


                         L.L. Brown International, Inc.
                   Notes to Consolidated Financial Statements
                           September 30, 2001 and 2000


Note 6 - Advertising

Advertising  costs are charged to operations  when  incurred,  which amounted to
$1,998 for 2001 and $9,628 for 2000.

Note 7 - Federal Income Taxes

At  September  30,  2001 and 2000,  the  Company  had net  operating  loss carry
forwards of approximately $800,000 and $350,000  respectively,  expiring in year
2014.  The amount  recorded as deferred tax assets as of September  30, 2001 and
2000 were approximately $264,000 and $130,000 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 $264,000 and $130,000 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 September 30,
                                2001     $   64,106
                                2002         55,920
                                2003         55,920
                                -----   -----------
                                         $  240,052

Note 9 - Related Party Transactions

The Company had  advances  of $12,557  and $10,624 to the Vice  President  as of
September 30, 2001 and 2000 respectively.

                                       F-8

<PAGE>



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

Discussion and Analysis

     L.L. Brown International,  Inc., a Nevada corporation,  of which L.L. Brown
and  Associates,  Inc.,  a  Washington  corporation  ("LLBA") is a wholly  owned
subsidiary  (collectively  the "Company")  has been engaged in the  motivational
training  business  since its  inception in February  1997.  In March 1998,  the
Company  acquired 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  September  30,  2001 and
September 30, 2000

Financial Condition, Capital Resources and Liquidity

     For the 3rd quarter ended September 30, 2001 and 2000 the Company  recorded
revenues of $413,563 and $625,663 respectively. The decrease in revenues was due
to the fact that last  year  (this  quarter),  the  Company  had three (3) large
ongoing  contracts  with  welfare  agencies,  two (2) of which  did not  receive
funding this year and for which the Company no longer provides services.

     For the 3rd  quarter  ended  September  30,  2001 and 2000 the  Company had
general and administrative expenses of $300,851 and $284,031 respectively.

Net Losses

     For the 3rd quarter  ended  September  30, 2001 the Company  reported a net
loss of  $92,949.  For the 3rd  quarter  ended  September  30,  2000 the Company
reported a net loss of $22,398.

     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.

                                       11

<PAGE>



Employees

     At September  30, 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.




                                       12

<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  September  30,  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.

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>


                                       13

<PAGE>

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

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).
</TABLE>
---------------------




                                       14

<PAGE>



[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.
[3]  Incorporated   herein  by  reference  to  the   Company's   First   Amended
     Registration Statement on Form 10SB filed April 5, 2001.
[4]  Incorporated herein by reference to the Company's Current Report on Form 8K
     filed August 17, 2001.
[5]  Incorporated herein by reference to the Company's amended Current Report on
     Form 8K filed August 27, 2001.
*    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:












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<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 12, 2001      By: /s/ Carolyn Scott Brown
                             ----------------------------------
                             Carolyn Scott Brown, President


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








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