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

                                   Amendment 1
                                       to
                                   Form 10-QSB

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

For the quarter ended: June 30, 2002

Commission file no.:  000-31935

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

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

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

Issuer's telephone number (425) 251-8086

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

                                                 Name of each exchange on
      Title of each class                        which registered

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

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

                         Common Stock, $0.001 par value
                       -----------------------------------
                                (Title of class)

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


<PAGE>



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

                     Yes   X          No
                          ---           ----

     As of June 30, 2002,  there were  11,613,803  shares of voting stock of the
registrant issued and outstanding.



<PAGE>



                                     PART I

Item 1. Financial Statements


                         L.L. Brown International, Inc.

                        Consolidated Financial Statements

                             June 30, 2002 and 2001


<PAGE>

                         L.L. Brown International, Inc.



                                      INDEX


                                                                            Page

Consolidated Financial Statements

           Balance sheets...................................................F-1

           Statements of operations.........................................F-2

           Statements of stockholders' equity (deficit).....................F-3

           Statements of cash flows.........................................F-4

           Notes to financial statements....................................F-5





<PAGE>



<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                           Consolidated Balance Sheets
                             June 30, 2002 and 2001

                     ASSETS

                                                                                     2002              2001
                                                                                ------------     ---------------
<S>                                                                             <C>              <C>
Current Assets
           Cash and Cash Equivalents                                            $      4,933     $         7
           Accounts receivable net                                                    57,729              22,648
           Inventory                                                                  48,236              50,154
           Deposits                                                                    7,260               7,854

Total current assets                                                                 118,158              80,663
           Property and Equipment, net                                                32,464              48,972
Other Assets
           Due from Stockholders                                                      29,396              12,557
TOTAL ASSETS                                                                    $    180,018     $       142,192
                                                                                ============     ===============
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Bank Overdrafts                                                                 $       ---      $       19,046
Accounts Payable                                                                    307,729             250,621
Notes Payable                                                                         9,525              22,164
Accrued payroll and business taxes                                                   71,354              53,695
Current maturities of long-term debt                                                 31,903              40,308
           Total current liabilities                                                420,511             385,834
Long-term Debt, less current maturities                                              23,906              57,553
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
                                                                                   (879,667)           (916,463)
Total Stockholders' Equity (Deficit)                                               (264,399)           (301,195)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $   180,018      $      142,192
                                                                                ============     ===============
</TABLE>


                             See accompanying notes

                                       F-3

<PAGE>




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


                                                      2002                                      2001
                                          ----------------------------------    ------------------------------------
                                           Quarter          Year-to-Date         Quarter           Year-to-Date
                                          --------------    ----------------    ---------------    -----------------
<S>                                       <C>                <C>                <C>                 <C>
Revenues                                  $      142,046     $       302,409    $       148,662     $        255,600
Cost of Sales                                     88,490             105,104             55,358              153,653
                                          --------------    ----------------    ---------------    -----------------
Gross Profit                                      53,556             197,305             93,304              101,947
General & Administrative                          90,601     $       181,569             90,408     $        210,117
                                          --------------    ----------------    ---------------    -----------------
     Income (Loss) on Operations                 (37,045)             15,736              2,896             (108,170)
     Interest expenses                             1,577               4,724              3,309                8,168
                                          --------------    ----------------    ---------------    -----------------
     Income (Loss) before Income Taxes           (38,622)             11,012               (413)            (116,338)
     Income Taxes                                      -                   -                  -                    -
Net Income (Loss)                         $      (38,622)    $        11,012    $          (413)    $       (116,338)
                                          ==============    ================    ===============    =================


Net Income (Loss) per share
     -basic and diluted                   $       (0.004)    $        (0.001)   $        (0.000)    $         (0.011)
Weighted Average Basic
     Shares Outstanding                       10,638,803          10,596,303         10,638,803           10,553,803
                                          ==============    ================    ===============    =================
</TABLE>





                             See accompanying notes

                                       F-4

<PAGE>



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




                                             Common Stock       Additional
                                             ------------       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                       36,000          36      35,964                       36,000
    Compensation (value $0.001)
    Net Income (Loss)                                                           (116,338)     (116,338)
Ending Balance
    June 30, 2001                      10,638,803    $ 10,640   $ 604,628  $    (916,463)   $ (301,195)
                                      ===========  ==========  ==========  =============    ===========
</TABLE>




<TABLE>
<CAPTION>
                                             Common Stock       Additional
                                             ------------       paid - in     Accumulated
Beginning Balance                        Shares       Amount    capital        Deficit       Total
                                         -------     --------   -------       --------       ------
<S>                                    <C>           <C>        <C>         <C>             <C>
    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)                                                             11,012         11,012
Ending Balance
    June 30, 2002                      10,638,803    $ 10,640   $ 604,628   $  ( 879,667)   $  (264,399)
                                      ===========  ==========  ==========  =============    ===========
</TABLE>





                             See accompanying notes

                                       F-5

<PAGE>





<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Cash Flows
        For the Six Months And The Quarters Ended June 30, 2002 and 2001

                                                                        2002                           2001
                                                             ---------------------------    --------------------------
                                                                             Year-to-                      Year-to-
Cash flows from operating activities:                         Quarter           Date          Quarter         Date
                                                             -----------     -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>            <C>
Net Income (Loss)                                                (38,622)         11,012           (413)     (116,,338)
Adjustments to reconcile net loss used in
operating activities:
Depreciation                                                       3,011
Stock issued in Lieu of Cash Compensation                                          6,023          3,316          6,831
Changes in operating assets and liabilities                                                                     36,000
Accounts receivable                                               41,493
Inventory                                                        (12,500)        (30,410)          (316)        18,552
Deposits                                                             594          (7,240)        (2,548)         2,630
Accounts payable                                                  29,835             594
Accrued liabilities                                                1,029          37,146          9,635         27,737
                                                                                  15,879          4,536            414
            Total adjustments                                     63,462          21,992         14,578         92,164
                                                             -----------     -----------    -----------    -----------
Net cash provided (used) in operating activities                  24,840          33,004         14,165        (24,174)
                                                             -----------     -----------    -----------    -----------
Cash flows from financing activities Proceeds from
  issuance of long-term debt
    Proceeds from issuance of common stock
    Bank Overdrafts                                              (17,267)              -        (11,023)        19,046
    Net borrowings (payments) on notes payable                                                      276            214
    Principal payments on long-term debt                          (2,177)        (18,343)        (3,602)        (7,325)
    Net advances to stockholders                                                 (20,000)
Net cash provided by financing activities                        (19,444)        (38,343)       (14,349)        11,935
                                                             -----------     -----------    -----------    -----------
Cash flows from Investing Activities
    Purchases Property & Equipment                                (1,363)         (1,363)                       (1,525)
                                                             -----------     -----------    -----------    -----------
    Net cash provided (used) by Investing
Activities                                                        (1,363)         (1,363)                       (1,525)
Net increase(decrease) in cash                                     4,033          (6,702)          (184)       (13,764)
                                                             -----------     -----------    -----------    -----------
Cash at Beginning of Period                                          900          11,635            191         13,771
Cash at June 30                                              $     4,933     $     4,933    $         7    $         7
                                                             ===========     ===========    ===========    ===========
Supplemental disclosures of cash flow
information
Cash paid during the period for interest                     $     1,577     $     4,724    $     3,309    $     8,168
                                                             ===========     ===========    ===========    ===========
</TABLE>


                             See accompanying notes

                                       F-6

<PAGE>



                         L.L. Brown International, Inc.


                   Notes to Consolidated Financial Statements
                             June 30, 2002 and 2001


Note 1 - Organization

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

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

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


Note 2 - Summary of Significant Accounting Policies

Principles of consolidation

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

Accounts Receivable

Accounts receivable consists primarily of trade receivables, bad debts allowance
is accrued at 1% of net sales.

Inventories

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

Federal income tax

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

                                       F-7

<PAGE>



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

Property and equipment

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

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

Management's Estimates and Assumptions

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

Revenue Recognition

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

Stock-based Compensation

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

Note 3 -- Property and Equipment

The following is a summary of property and equipment, at cost:

                                                        2002          2001
                                                        ----          ----

            Office Equipment                     $     72,072    $      85,584
            Furniture & Fixtures                       39,976           45,122
            Vehicles                                   43,920           42,775
            Leasehold improvements                      6,227            6,227
                                                 $    160,195    $     179,708
Less:  Accumulated depreciation & amortization       (129,731)        (130,736)

                                                 $     32,464    $      48,972
                                                =============    =============






                                       F-8

<PAGE>



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

Note 4 - Notes Payable

<TABLE>
<CAPTION>
Notes payable to banks consisted of the following:                       2002              2001
                                                                         ----              ----
<S>                                                                     <C>              <C>
The Company is  obligated  under a demand note  payable to a
bank on which interest accrues at 9.75%. The note is secured
by  substantially  all  trade  receivables,   inventory  and
equipment.                                                              $     9,525       $   9,525

A line of credit  under  which the  Company may borrow up to
$15,000,  is payable to a bank in interest only installments
at 14.5%                                                                $         0       $  12,639

                                                                        $     9,525       $  22,164
                                                                        ===========       =========
</TABLE>

Note 5 - Long-term Debt


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


Lease payable to Renton Lincoln in monthly  installments  of
$543,  with balloon  payment of  $18,226.60 at the end of 36
months, secured by automobile                                           $    28,793      $   34,517

Note  payable  to a bank in monthly  installments  of $3,207
including  interest at 9.75%,  due October 2002,  secured by
substantially all trade receivables, inventory and equipment            $    27,016      $   63,344
                                                                        -----------      ----------
                                                                        $    55,809      $   97,861
                                                                        -----------      ----------
Less current maturities                                                 $    31,903      $   40,308
Long-term debt, less current maturities                                 $    23,906      $   57,553
                                                                        ===========      ==========
</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 June 30,
              2003              $    33,532
              2004                    6,516
              2005                   18,227
              2006                      -0-
              2007                      -0-
                                  ------------
                                 $   58,275
                                 =============


                                       F-9

<PAGE>



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


Note 6 - Advertising

Advertising  costs are charged to operations  when  incurred,  which amounted to
$-0- for 2002 and $1,773 for 2001.

Note 7 - Federal Income Taxes

At June 30, 2002 and 2001,  the Company had net operating loss carry forwards of
approximately  $830,000 and $800,000  respectively,  expiring in year 2014.  The
amount  recorded  as  deferred  tax  assets  as of June 30,  2002 and 2001  were
approximately $277,000 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 $277,000 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 June 30,
             2002            27,960
             2003            55,920
             ----------------------
                        $    83,880

Note 9 - Related Party Transactions

The Company had advances of $29,396 and $12,557 to the Vice President as of June
30, 2002 and 2001 respectively.

Note 10 - Going Concern

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

                                      F-10



<PAGE>



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

Discussion and Analysis

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

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

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

Results of  Operations  -For the Three and Six Months  Ending  June 30, 2002 and
June 30, 2001

Financial Condition, Capital Resources and Liquidity

     For the 2nd  quarter  ended June 30, 2002 and 2001,  the  Company  recorded
revenues of $142,046  and $148,662  respectively.  For the six months ended June
30, 2002 and 2001,  the Company  recorded  revenues  of $302,409  and  $255,600,
respectively.

     For the 2nd  quarter  ended June 30,  2002 and 2001 the Company had general
and  administrative  expenses of $90,601 and $90,408  respectively.  For the six
months ended June 30, 2002 and 2001, the Company had general and  administrative
expenses of $181,569 and $210,117, respectively.


<PAGE>



Net Income/Loss

     For the 2nd quarter  ended June 30, 2002 and 2001 the Company  reported net
loss of $38,622 and $413.  For the six months ended June 30,  2002,  the Company
reported  net income of $11,102.  For the six months  ended June 30,  2001,  the
Company recorded a net loss of $116,338.

     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 June 30, 2002,  the Company  employed  three (3) persons.  None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
product rollout to accommodate fulfillment needs.

Research and Development Plans

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

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


<PAGE>



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

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

PART II

Item 1.  Legal Proceedings.

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

Item 2. Changes in Securities and Use of Proceeds

           None.

Item 3.               Defaults in Senior Securities

           None

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

     No matter was submitted during the quarter ending June 30, 2002, covered by
this report to a vote of the Company's shareholders, through the solicitation of
proxies or otherwise.


<PAGE>




Item 5.               Other Information

           None.

Item 6.               Exhibits and Reports on Form 8-K

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

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

3.(i).1    [1]       Articles of Incorporation of Smart Industries, Inc. filed February 19, 1997.

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

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

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

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

4.3        [1]       Renumbered as Exhibit 10.12.

5.1        [6]       Opinion of Mintmire & Associates.

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

10.2       [1]       Renumbered as Exhibit 2.1.

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

10.4       [1]       Production Agreement between KBDI and Lester Brown dated September 1998.
</TABLE>



<PAGE>


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

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

23.1       [6]       Consent of George Stewart, CPA

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

99.1       *         Sarbanes Oxley Certification by Chief Executive Officer.

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


<PAGE>





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

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

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

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

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

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

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

*    Filed Herewith.

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

Item 2.  Description of Exhibits

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



<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: August 8, 2002                      By: /s/ Carolyn Scott Brown
                                          -----------------------------------
                                            Carolyn Scott Brown, President


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