U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM 10-KSB/A

                                 (Amendment No. 2)

                                    (Mark One)

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2005
                                     OR

        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                     ______________ TO ______________

                   COMMISSION FILE NUMBER: 000-50956

                         LAWRENCE CONSULTING GROUP, INC.
                  (Exact Name of Company as Specified in Its Charter)

                            Delaware 20-0653570
                 (State or Other Jurisdiction of (I.R.S. Employer
                Incorporation or Organization) Identification No.)

                  2 Lakeside Drive West, Lawrence, New York 11559
                 (Address of Principal Executive Offices) (Zip Code)

                      Company's telephone number: (516) 633-0924

Securities registered pursuant to Section 12(b) of the Act: None

     Securities  registered  pursuant to Section 12(g) of the Act:
     Common Stock, $0.0001 Par Value

Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter period that the Company
was  required  to file  such  reports),  and (2)  been  subject  to such  filing
requirements for the past 90 days.

Yes    [X]      No  [  ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Company's  knowledge,  in  definitive  proxy or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB [X]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12B-2 of the Exchange Act [X]

     The  Company  had total  revenues of $13,315 for the fiscal year ended June
30, 2005.  As of September  20, 2005,  the Company had 275,900  shares of common
stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes  [  ]   No  [X]

                                1

<PAGE>

Explanatory Note

     This Annual Report on Form 10-KSB/A of Lawrence Consulting Group, Inc. (the
"Company")  for the fiscal year ended June 30,  2005,  contains an  amendment to
Exhibit 31.1 to the original Annual Report on Form 10-KSB filed on September 28,
2005 (the "Original Form 10-KSB") to reflect a restatement of the  certification
contained  therein.  This Form  10-KSB/A is effective for all purposes as of the
date of the filing of the original Form 10-KSB.


ITEM 1.  DESCRIPTION OF BUSINESS


OUR COMPANY

     Lawrence Consulting Group, ("we" or "LCG"), is a professional services firm
which delivers  consulting  services to companies to help them provide  business
solutions for interacting  with their  customers.  We provide sales,  marketing,
customer, manufacturing,  finance, and information technology across a number of
industry  sectors.  We work with companies to develop  business and  information
technology  strategies,  technology solutions and integrated marketing programs,
to maximize the relationship between supply and customer demand, and ultimately,
to help our customers improve business  performance.  As of August 31, 2005, LCG
had consulting agreements with three customers.

     We may seek acquisitions or mergers with other entities in our current area
of business which are intended to enhance our value.  In the event we are unable
to identify suitable  acquisition or merger candidates,  we may elect to acquire
or merge with an entity in a related or unrelated field.

INDUSTRY BACKGROUND

     The adoption of recent  technologies,  including the Internet,  has changed
the way  organizations  do business.  The Internet has grown from an information
delivery  system  to  an  interactive   platform  through  which  companies  are
restructuring  the way they market and sell  products  and  services  and manage
their operations.  In addition, the Internet economy has exponentially increased
the  number  and  variety of  delivery  channels  through  which  companies  can
interface with customers. By integrating the Internet and other related emerging
technologies,  organizations  have a greater  opportunity  to  reduce  operating
costs,  reduce product and marketing cycle times, create and strengthen customer
relationships and business alliances,  and improve and accelerate  communication
and the flow of information, both internally and externally.

     Companies  have adopted  these new  technologies  as integral  vehicles for
creating  new  business  models,   conducting  both   business-to-consumer   and
business-to-business transactions, and extending their customer reach and global
presence.  However,  many  organizations  that made  significant  investments in
building their Web presence,  call centers, supply and distribution systems, and
data  management  systems have failed to see  significant  return on investment.
Today,  companies are  continuing to focus on selective  initiatives  that offer
compelling business value. They are seeking to leverage technology  investments,
refine  organizational  support  mechanisms  and optimize  return on  investment
within  tight  technology  budgets.  As a result,  we believe  they are  seeking
professional  service  providers who understand their strategic  business needs,
and can help them  strategically  position  their  technological  investments to
solve their business problems and improve return on investment.

     We believe  technology  fundamentally  affects the ways a company interacts
with its customers,  employees,  business  partners,  investors and competitors.
Therefore,  we believe that companies will continue to seek outside  consultants
that possess the knowledge and expertise  necessary to create pragmatic business
and information technology  strategies,  and the resources required to implement
those strategies.

     LCG focuses on helping clients achieve growth by reorganizing and realizing
value from their customer base.

     Business  Strategy  -  We  help  clients  develop  business  and  marketing
strategies that enable them to maximize business performance.  Through a careful
evaluation  of  material  forces that impact an  organization,  we help  clients
strategically  change their  products and  services,  customers and material and
organizational change.

     Product  Strategy - We help our clients  improve the  performance  of their
products.  Through a careful review and understanding of customers,  competitors
and evolving market dynamics we help clients  maximize value from their products
and customer relationships.

     Information  Technology  Strategy - We work with clients to  determine  the
right information  technology investments necessary to support their current and
anticipated business  objectives.  We assist our clients to maximize return from
their information technology investments.

                                2
<PAGE>

HISTORICAL OPERATIONS

     2 LCG was  organized  in the State of Delaware in January  2004.  Since its
formation we raised an aggregate of $76,900 from the sale of our Common Stock to
our founders and in connection  with a private  placement which closed in August
2004 (the  "Private  Placement").  As of August 31,  2005,  LCG had entered into
consulting agreements with three clients.

     We believe that our  business  can grow in two ways.  The first would be to
expand  internally  by  hiring  more  employees  and  entering  into  additional
consulting agreements.  The second would be through acquisitions or mergers with
other entities in its or related businesses.

SELECTION OF BUSINESS OPPORTUNITIES

     We  anticipate  that  in the  event  that  we  elect  to  seek  a  business
opportunity,  such as a merger  or  acquisition,  the  selection  of a  business
opportunity  in  which to  participate  will be  complex  and  extremely  risky.
Management believes (but has not conducted any research to confirm) that being a
public corporation will help us find an acquisition  candidate for the following
reasons;  facilitate and improve the terms on which additional  equity financing
may be sought,  provide  incentive  stock  options or  similar  benefits  to key
employees, increase the opportunity to use securities for acquisitions,  provide
liquidity  for  shareholders  and other  factors.  Management  anticipates  that
business  opportunities  may be available  in many  different  industries,  both
within and without the consulting industry and at various stages of development,
all of which make the task of  comparative  investigation  and  analysis of such
business opportunities difficult and complex.

     We will have  limited  capital with which to provide the owners of business
entities with any cash or other assets which may be  attractive.  Management has
not conducted  market  research and is not aware of statistical  data to support
the  perceived  benefits  of a business  combination  for the owners of a target
company.

     The analysis of new business  opportunities will be undertaken by, or under
the  supervision  of,  our  officers  and  directors,  who are not  professional
business analysts. In analyzing prospective business  opportunities,  management
may consider such matters as the available  technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations;  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available  and the  depth of that  management;  specific  risk  factors  not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the company  after the  business  combination;  the  potential  for growth or
expansion;  the  potential  for profit;  the  perceived  public  recognition  or
acceptance of products,  services,  or trades;  name  identification;  and other
relevant factors.

     We may acquire a venture which is in its preliminary or development  stage,
which is already  in  operation,  or in any stage of its  business  life.  It is
impossible  to predict at this time the status of any  business  in which we may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which we may offer.

     With respect to negotiations with a target company,  management  expects to
focus on the percentage of the company which target company  shareholders  would
acquire in exchange for their shareholdings in the target company. Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our shareholders at such time.

     We intend to develop a marketing  team which we believe  will be crucial to
our future growth and success.  The marketing team would be engaged full-time to
develop  our  brand  and  image  recognition.  We have a web site and  intend to
participate in executive seminars, trade shows and market research. In addition,
we intend to make presentations at seminars to improve our visibility.

                                3
<PAGE>
CONSULTING AGREEMENTS

     As of the date  hereof,  we have entered into  consulting  agreements  with
three clients.  One consulting agreement provides that we will assist our client
in  developing  business and  marketing  strategies  to maximize  value from its
products and improve  performance of its products.  This  consulting  agreement,
which  has a term of one year with  options  to  renew,  provides  for a monthly
retainer of $1,000 plus $150 for each hour of  services  provided  (in excess of
five per month).  The second consulting  agreement  provides that we will assist
our client in determining its technology  investments,  in order to maximize its
return on these  investments.  This consulting  agreement,  which has a one-year
term  with  options  to  renew,  provides  for a fee of $200  per  each  hour of
consulting  services provided by LCG to the client. Each of these two consulting
agreements have been renewed on the same terms as before for an additional year.

     In May  2005  we  entered  into a  consulting  agreement  with  The  Gorlin
Companies. Under this agreement we assist our client and its portfolio companies
in the  evaluation  of the use of technology by  biotechnology  companies.  This
agreement, which has a term of one year with options to renew, provides that LCG
will be paid a  monthly  retainer  of $800  plus  $200 per hour for each hour of
consulting  services  in excess of five (5)  hours  per month  provided  to this
client.

EMPLOYEES

     We currently employ one person, our President,  Secretary and Treasurer who
devotes only a portion of his business time to the affairs of LCG.

     We  intend  to  recruit  qualified   professionals  from  other  consulting
organizations,  industry  and from  universities.  We intend to use internal and
external  recruiting  resources,  employee referrals and the Internet to attract
new  professionals.  We may also seek to acquire other  businesses and to retain
qualified professionals from such businesses.

COMPETITION

     The professional  services  consulting  marketplace is highly  competitive.
Many of our competitors  are much larger than us and have far greater  resources
than us and have been in business for a longer period than we have.

     The  market for our  services  is  subject  to rapid  change and  increased
competition from large existing companies, new entrants, and internal management
and information technology groups.  However, we believe the market will continue
to  offer   significant   opportunity   for  multiple   companies   due  to  the
ever-increasing use of the Internet and other new technologies.

RISK FACTORS

     The following factors should be considered  carefully in evaluating LCG and
its business.  Additional risks and  uncertainties not presently known to us may
also effect our business  operations.  If any of the  following  risks  actually
occur,  our  business,   financial  condition  or  operating  results  could  be
materially adversely affected.

         We Are Recently Formed.

     LCG was  incorporated on January 14, 2004. In August 2004, we completed the
Private  Placement and to date we have entered into  consulting  agreements with
three clients.

         We have Limited Operating History and Revenue and Only Minimal Assets.

     We have a limited  operating  history and  revenues  and no  earnings  from
operations to date. We have no significant assets or financial resources, except
for the funds  raised in the  Private  Placement  and funds  contributed  by our
founders. No assurance can be given that we will be able to develop our business
or find a suitable merger or acquisition candidates.

     Our failure to meet client expectations could result in losses and negative
publicity.

     We will  create,  implement  and  maintain  business  solutions  and  other
applications that are often critical to our clients'  businesses.  Errors in the
development,  deployment  and  execution  of our  solutions  or  failure to meet
clients' expectations could result in:

       Delayed or lost revenue to adverse client reaction;

       Requirements to provide additional services to a client at no charge;

       Negative  publicity,  which could damage our  reputation and adversely
       affect our ability to attract or retain clients; and

       Claims  for  substantial   damages  against  us,   regardless  of  our
       responsibility for such failure.

        We depend on our senior  management team, and the loss of any member
        may adversely affect our business.

                                4
<PAGE>
     We believe that our success will depend on the continued  employment of Mr.
Perlysky,  our sole officer and director.  We will also need to hire  additional
members of senior management.  This dependence is particularly  important to our
business since personal  relationships  are a critical  element of obtaining and
maintain  client  engagements.  If one or more members of our senior  management
team were  unable or  unwilling  to continue in their  present  positions,  such
persons may be difficult to replace and our business could be seriously  harmed.
Accordingly our inability to hire any members of senior management,  or the loss
of one or more members of our senior  management  team,  could impact our future
revenue. In addition, if any of these key employees were to join a competitor or
form a competing  company,  some of our clients might choose to use the services
of that  competitor or new company instead of our own.  Furthermore,  clients or
other companies  seeking to develop in-house  capabilities may hire away some of
our key employees.  Employee  defections to clients could not only result in the
loss of key employees but could also result in the loss of a client relationship
or a  new  business  opportunity.  Any  losses  of  client  relationships  could
seriously harm our business.

     We must  recruit  and  retain  qualified  professionals  to  succeed in our
labor-intensive business.

     Our future  success will depend in large part on our ability to recruit and
retain qualified managers, business strategists,  and other technical personnel,
and sales and marketing professionals. Qualified professionals are in demand and
are likely to remain a limited resource in the foreseeable future. Any inability
to recruit and retain a sufficient  number of qualified  employees  could hinder
the growth of our business.

     Potential  future  acquisitions  could be difficult to integrate  and could
therefore, adversely affect our operating results.


     One  of  our  strategies  for  growth  is the  acquisition  of  businesses.
Currently,  we do not have any acquisitions  pending. We may not be able to find
and consummate acquisitions on terms and conditions reasonably acceptable to us.
The  acquisitions  we do  undertake  may  involve  a number  of  special  risks,
including:

o        Diversion of management's attention;

o        Potential failure to retain key acquired personnel

o        Assumptions of unanticipated legal liabilities and other problems

o        Difficulties integrating systems, operations and cultures; and

o        Amortization of acquired intangible assets.

     Our failure to successfully manage future acquisitions could seriously harm
our  operating  results.  It is  anticipated  that  acquisitions  will be funded
through a combination of cash from operations or from debt or equity  financings
and/or by the  issuance of our Common Stock  directly to the acquired  entity or
its shareholders.

     We may not be able to protect our confidential  information and proprietary
rights.

     While  we   currently   intend  to  require   our   employees   to  execute
confidentiality agreements, we cannot assure that this will be adequate to deter
misappropriation of our confidential information and internet commerce model. In
addition,  we may not be able to  detect  unauthorized  use of our  intellectual
property  and take  appropriate  steps to enforce our rights.  If third  parties
infringe or misappropriate our trademarks or other proprietary information,  our
business  could be  seriously  harmed.  In  addition,  other  parties may assert
infringement claims against us or claim that we have violated their intellectual
property  rights.  Such claims,  even if not true,  could result in  significant
legal and other costs and may be a distraction to management.

     Our  business  will be harmed if the growth of commerce on the  Internet is
slower than expected.

                                5
<PAGE>

     If commerce on the Internet does not continue to grow, or grows more slowly
than expected,  our growth would decline and our business  would be harmed.  The
widespread  acceptance and adoption of the Internet for  conducting  business is
likely only in the event that the  Internet  provides  businesses  with  greater
efficiencies and operating improvements. Factors which may affect Internet usage
or electronic commerce adoption include:

o        Actual or perceived lack of security of information;

o        Lack of access and ease of use;

o        Congestion of Internet traffic or other usage delays;

o        Inconsistent quality of service;

o        Increases in access costs to the Internet;

o        Excessive government regulation;

o        Uncertainty regarding intellectual property ownership;

o        Reluctance to adopt new business methods;

o        Costs associated with the obsolescence of existing infrastructure; and

o        Economic viability of the Internet commerce model.

         Competition could result in price reductions, reduced profitability
         and loss of market share.

         Competition in the professional marketplace is strong.

     The market for our  services is subject to rapid  technological  change and
increased  competition from large existing players,  new entrants,  and internal
management and information technology groups.

     Our business  will be  negatively  affected if we do not keep pace with the
latest technological changes and client preferences.

     Our  market  and  the  leading   technologies   used  by  our  clients  are
characterized  by  rapid  technological  change.  If we are  unable  to  respond
successfully to these  technological  developments or do not respond in a timely
or  cost-effective  way, our business  and  operating  results will be seriously
harmed. In addition,  we must recruit and retain  professionals who are familiar
with technological  advances and developments so that they can fulfill the needs
of our clients.

         Current Management Devotes Limited Time to Company.

     Management  anticipates  devoting  only part of its time to the business of
the Company.  The Company's only officer is Dov Perlysky,  President,  Secretary
and Treasurer.  Mr. Perlysky has a written employment agreement with the Company
but will not receive any compensation thereunder until annualized revenue of LCG
exceeds  $500,000,  on a quarterly  basis.  The Company has not obtained key man
life insurance on Mr. Perlysky.  Notwithstanding  the limited time commitment of
management,  loss  of  the  services  of Mr.  Perlysky  would  adversely  affect
development  of the  Company's  business.

     Our Sole Officer and Director  will  continue to have  substantial  control
over the Company after the Offering.

     Our sole officer and  director  indirectly  owns  120,000  shares of Common
Stock, which represents 43.5% of the outstanding LCG Common Stock. Consequently,
he may be able to control the  direction of LCG. Mr.  Perlysky  also  indirectly
owns 480,000 warrants to purchase LCG Common Stock at an exercise price of $0.12
per share.  Mr.  Perlysky  as well as certain of our other  shareholders  of the
Company have agreed to escrow their shares until the earlier of (i) September 1,
2007 or (ii) the date on which the  closing  price of the  shares of LCG  Common
Stock has  equaled or  exceeded  $1.00 per share on the NASDAQ  Bulletin  Board,
NASDAQ  National Market System or on the American or New York Stock Exchange for
at least ten (10)  consecutive  trading days. While in escrow the holders of the
shares will be able to vote such shares but may not sell them.

                                6
<PAGE>
         Reporting requirements may delay or preclude acquisition.

     Section 13 of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")
requires  companies  subject  thereto  to  provide  certain   information  about
significant  acquisitions including audited financial statements for the company
acquired  covering  one or two  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
companies  to prepare  such  financial  statements  may  significantly  delay or
essentially preclude  consummation of an otherwise desirable  acquisition by us.
Acquisition  prospects  that do not have or are  unable to obtain  the  required
audited  statements  may  not be  appropriate  for  acquisition  so  long as the
reporting requirements of the Exchange Act are applicable.

     Our officers and directors have limited liability and have indemnity rights
which may discourage stockholders from bringing an action against them.

     Our  Certificate  of  Incorporation  provides  that we will  indemnify  our
officers and directors  against losses  sustained or liabilities  incurred which
arise from any transaction in that officer's or director's respective managerial
capacity unless that officer or director violates a duty of loyalty, did not act
in good faith, engaged in intentional  misconduct or knowingly violated the law,
approved  an  improper  dividend,  or  derived  an  improper  benefit  from  the
transaction.   LCG's   Certificate  of  Incorporation   also  provides  for  the
indemnification  by it of its  officers  and  directors  against  any  losses or
liabilities  incurred  as a result  of the  manner  in which  the  officers  and
directors operate LCG's business or conduct its internal affairs,  provided that
in connection with these activities they act in good faith and in a manner which
they  reasonably  believe to be in, or not opposed to, the best interests of LCG
and their conduct does not constitute gross negligence,  misconduct or breach of
fiduciary obligations.  The existence of these provisions may discourage holders
of LCG Common Stock from bringing an action against  management  because LCG may
be responsible for paying all costs associated therewith, which could negatively
impact the value of the LCG Common Stock.

     We have no  intention  of paying  dividends on our Common Stock in the near
future and  holders of LCG  Common  Stock will have to rely on the  appreciation
thereof to realize any monies from holding  these  securities.  We have not paid
any dividends on our Common Stock and do not anticipate paying cash dividends in
the foreseeable  future.  We intend to retain any earnings to finance the growth
of our business.  Management of LCG cannot assure you that we will ever pay cash
dividends.  Accordingly,  holders of our  Common  Stock will have to rely on the
appreciation thereof to realize any monies from holding these securities.


ITEM 2.  DESCRIPTION OF PROPERTIES


     LCG has no  properties  and at this time has no  agreements  to acquire any
properties.  LCG currently  uses its  management's  office  space,  located at 2
Lakeside  Drive  West,  Lawrence,  New  York,  11559,  at no cost to LCG.  LCG's
management  has  agreed to  continue  this  arrangement  until  such time as LCG
requires larger space.  Management  believes that office space will be available
at reasonable rents when such space is needed.


ITEM 3.  LEGAL PROCEEDINGS


     We are not  presently  party to any material  legal  proceeding  nor are we
aware of any  material  pending  or  potential  legal  proceeding  which  may be
instituted against us.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


Not applicable.

                        7

<PAGE>

ITEM 5. MARKET FOR COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.


     As of the date hereof,  none of LCG's  securities  are traded on any public
market.  We intend to explore the  possibility of causing the Common Stock to be
admitted for quotation on the Over the Counter  Electronic  Bulletin  Board (the
"OTCBB");  however,  the management of LCG cannot assure you that it will pursue
such course of action,  that it will  identify a broker to sponsor such listing,
that the common  stock will be admitted  for trading or if admitted  for trading
that a liquid market for the securities ever will develop.

     As of September 20, 2005, there were  approximately 70 holders of record of
LCG's common stock.

     We currently intend to retain all available earnings,  if any, generated by
our operations.  Accordingly,  we do not anticipate paying cash dividends on the
common  stock in the  foreseeable  future.  Any future  determination  as to the
payment of dividends  will be in the  discretion  of our Board of Directors  and
will be dependent  upon LCG's  results of  operations,  financial  condition and
other factors deemed relevant by our Board.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


     The financial  information  included  herein should be read in  conjunction
with the Financial Statements, including the Notes thereto.

OPERATIONS

     LCG was formed on January  14, 2004 as a Delaware  corporation.  As of June
30, 2005, LCG had net working  capital of  approximately  $44,800.  For the year
ended June 30, 2005 we had revenues of $13,315 as compared to zero  revenues for
the period from  inception to June 30,  2004.  Such revenue was derived from our
three  consulting  agreements.  Expenses  for the year ended June 30,  2005 were
$34,667,  as compared to $10,775 for the period from inception to June 30, 2004.
The  increase in expenses  is  primarily  attributable  to  increased  legal and
accounting  expenses.  For the year  ended  June  30,  2005,  our net loss  from
operations  was  $(21,352),  as  compared  to a  net  loss  from  operations  of
$(10,775), for the period from inception to June 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

     Since its inception,  we have funded our operations from the sale of common
stock to our founders and in connection with the Private Placement. In addition,
our  principal  stockholder  has agreed to lend the  Company up to  $25,000.  We
anticipate that as we expand additional funds will be required.

     We may seek to  borrow  funds  from  banks or  other  lending  institutions
although we currently ha no commitments for any such borrowings and no assurance
can be given that any such  commitments  will be obtained on terms acceptable to
us.

     In addition we may seek to sell additional  shares of our Common Stock in a
private placement or public offering or our Board of Directors may authorize the
sale of our Preferred  Stock.  No such stock offering is currently  contemplated
and no  assurance  can be  given  that any such  offering  will be  successfully
completed.

ITEM 7.  FINANCIAL STATEMENTS

     Please see the Financial Statements,  including the Notes thereto, appended
to the end of this Form 10-KSB.

                                8
<PAGE>

ITEM 8. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
        FINANCIAL DISCLOSURE


     Silverstein & Weiss ("S&W") previously audited our financial statements for
the period ended June 30, 2004.  S&W's report for this period did not contain an
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.

     The decision to change  auditors was approved by our sole  Director and was
made because S&W was not registered with the Public Company Accounting Oversight
Board  ("PCAOB")  and thus  cannot act as an auditor  of a public  company.  S&W
resigned  because it was not registered  with the PCAOB.  Such  resignation  was
effective on August 25, 2005. On August 25, 2005, we appointed Raich Ende Malter
& Co., LLP ("Raich Ende") to serve as our new independent auditor.

     In  connection  with  the  audit  of  the  period  from  January  14,  2004
(inception) to June 30, 2004 and the quarterly  reports  subsequent  thereto and
prior to the  resignation  of S&W,  there were no  disagreements  or  reportable
events between us and S&W on any matters of accounting  principles or practices,
financial statement  disclosure,  or auditing scope or procedure,  which, if not
resolved to the  satisfaction of S&W, would have caused them to make a reference
to the subject matter of the  disagreements  or reportable  events in connection
with their reports.

ITEM 8A.  CONTROLS AND PROCEDURES


     The Company's management, with the participation of its Principal Executive
Officer  (who is also its  Principal  Financial  and  Accounting  Officer),  has
evaluated the  effectiveness of its disclosure  controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange
Act of 1934 (the  "Exchange  Act")) as of the end of the period  covered by this
report. Based on such evaluation,  the Company's Principal Executive Officer has
concluded that, as of the end of such period, the Company's  disclosure controls
and  procedures  are  effective  in  recording,   processing,   summarizing  and
reporting,  on a timely  basis,  information  required  to be  disclosed  by the
Company in the reports that it files or submits under the Exchange Act.


ITEM 8B.  OTHER INFORMATION


         None



ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT


     The  following  table lists,  as of September  20, 2005,  LCG's  directors,
executive  officers and key employees,  as well as promoters and control persons
of LCG:

NAME              AGE               TITLE

Dov Perlysky      42                President, Treasurer, Secretary & Director


     Dov  Perlysky  has been the  managing  member  of  Nesher,  LLC,  a private
investment  firm since  2000.  From 1998 until  2002,  Mr.  Perlysky  was a Vice
President in the Private Client Group of Laidlaw Global Securities, a registered
broker-dealer. He received his B.S. in Mathematics and Computer Science from the
University of Illinois in 1985 and a Masters in  Management  from the JL Kellogg
Graduate School of Management of  Northwestern  University in 1991. Mr. Perlysky
is a director of Engex, Inc., a closed-end mutual fund.

     Krovim  LLC  ("Krovim")  owns  120,000  shares of our  Common  Stock  which
represents  43.5% of the  outstanding  Common  Stock.  In addition,  Krovim owns
warrants to purchase an additional 480,000 shares of Common Stock at an exercise
price of $.12 per share. As such,  Krovim may be deemed a control person of LCG.
The manager of Krovim is Nesher LLC and Nesher's manager is Mr. Perlysky.

                                9
<PAGE>
     All directors hold office until the next annual meeting of stockholders and
until their  successors have been elected and qualified.  The Board of Directors
appoints officers as necessary.

     Mr. Perlysky engages in other business activities. Accordingly, he does not
devote his entire efforts or time to the affairs of LCG.

COMMITTEES OF THE BOARD

     The Board does not have an audit,  nominating or a compensation  committee.
The selection of nominees for the Board of Directors is made by the entire Board
of  Directors.  Compensation  of management is determined by the entire Board of
Directors.

     We  expect  that  at such  time as the  business  grows  we will  formulate
appropriate committees of the board.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of the  Securities  Exchange  Act  requires  our  executive
officers and  directors,  and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with
the  Securities  and Exchange  Commission and to provide us with copies of those
filings.  Based solely on our review of the copies of such forms received by us,
or written  representations  from  certain  reporting  persons,  we believe that
during fiscal year ended June 30, 2005,  all filing  requirements  applicable to
its  officers,  directors  and greater than ten percent  beneficial  owners were
complied with.

CODE OF ETHICS

     LGC has not  adopted a code of ethics.  Though we do intend to adopt a Code
of Ethics if we are successful in implementing our business plan, our management
currently  believes  that,  due to the  fact  that we only  have  one  part-time
employee such a Code of Ethics is unnecessary at this time.


ITEM 10.  EXECUTIVE COMPENSATION


     To date no compensation has been paid to Mr. Perlysky.  In August 2004, Mr.
Perlysky  entered into an employment  agreement (the "Perlysky  Agreement") with
LCG.  This  agreement  has an initial term of three years and provides  that Mr.
Perlysky will receive  compensation  of $50,000 per annum once LCG's  annualized
revenues exceed $500,000 on a quarterly basis.  The Perlysky  Agreement does not
require Mr. Perlysky to devote his full time and effort to our business.

COMPENSATION OF DIRECTORS

     Directors do not receive any direct or indirect compensation for serving in
such capacity. We will reimburse directors for all reasonable costs and expenses
incurred in connection with attending or participating in meetings of the Board.

EMPLOYMENT AGREEMENTS

     Other  than the  Perlysky  Agreement,  we are not  party to any  employment
agreements with management.

STOCK BASED COMPENSATION

     We do not  have a stock  option  or  compensation  plan and has  never
issued any stock-based compensation. No stock options or restricted stock grants
have been issued through the date of this annual report.


                                10
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS


     The  following  table sets forth  information  as of  September  20,  2005,
regarding  the  beneficial  ownership of common  stock by (1) each  director and
officer of LCG; (2) each person or group known by LCG to beneficially  own 5% or
more of the outstanding  shares of common stock; and (3) all executive  officers
and directors of LCG as a group. Unless otherwise noted, the persons named below
have sole  voting  and  investment  power with  respect  to the shares  shown as
beneficially owned by them.

NAME AND ADDRESS                AMOUNT OF                          PERCENTAGE OF
OF BENEFICIAL OWNER        BENEFICIAL OWNERSHIP (1)                 OUTSTANDING
                                                                SHARES OWNED (2)
-------------------------  ---------------------               ----------------
Krovim LLC                    120,000 shares (3)                          43.5%
Nesher LLC, Manager
Dov Perlysky4, Manager
2 Lakeside Drive West
Lawrence, New York 11559

Alison Bell                    27,400 shares (3)                           9.9%
1035 Fifth Avenue
New York, New York 10028

Pamela Turkel                  20,000 shares (3)                           7.2%
440 East 23rd Street
New York, New York 10010

Pamela Katz                    24,400 shares (3)                           8.8%
One Leeds Drive
Port Washington, New York 11050

Rosalind Davidowitz            52,000 shares                               18.8%
7 Sutton Place South
Lawrence, New York 11556

All officers and directors
as a group (1 person)         120,000 shares (3), (4), (5)                43.5%

     -----------

(1)  The shares set forth in this chart are being held in escrow  pursuant to an
     agreement  among these  Shareholders.  Such shares  shall be released  from
     escrow upon the occurrence of certain events.

(2)  Based on a total of 275,900 shares outstanding as of September 20, 2005.

(3)  Does not include warrants to purchase 480,000,  109,600,  80,000 and 97,600
     shares of common stock  beneficially  owned by Krovim LLC, Mrs. Bell,  Mrs.
     Turkel and Mrs. Katz,  respectively,  each at an exercise price of $.12 per
     share.

(4)  Dov Perlysky is the managing member of the manager of Krovim LLC.

(5)  All of such shares are owned by Krovim LLC.  Mr.  Perlysky is the  managing
     member of the manager of Krovim LLC.


                                11

<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     The Company has issued  120,000  shares of its Common Stock and warrants to
purchase  an  additional  480,000  shares of  Common  Stock at $.12 per share to
Krovim LLC in exchange for an aggregate of $600.  In addition  Krovim has agreed
to loan the Company up to $25,000,  which loan will bear interest at the rate of
prime plus 2% per annum. No such loans are currently  outstanding.  Mr. Perlysky
is the manager of Nesher LLC, which is the manager of Krovim LLC.

     On  August  20,  2004,  the  Company  entered  into a one  year  consulting
agreement  with  Rivkalex  Corp.  to assist  Rivkalex  Corp.  to  determine  the
necessary  technology  investments  in order to  maximize  its  return  on those
investments.  The  Company  is  paid  at the  rate of $200  per  hour  for  such
consulting services. The term of agreement has been extended to August 20, 2006.
Rosalind Davidowitz is the sole owner of Rivkalex Corp.


ITEM 13.  EXHIBITS


DESCRIPTION OF EXHIBITS

         (a)  Financial Statements see Index to Financial Statements on page
              F-1 of this Annual Report.

         (b)  Exhibits See Exhibit Index.

EXHIBIT NO.
-------
3.1      Certificate of Incorporation of LCG*
3.2      Bylaws of LCG*
4.1      Form of Warrant*
10.1     Consulting Agreement between LCG and Chocolate Printing Company, Inc.*
10.2     Consulting Agreement between LCG and Rivkalex Corp.*
10.3     Employment Agreement between LCG and Dov Perlysky*
10.4     Consulting Agreement between LCG and The Gorlin Companies*
31.1     Certification of Chief Executive and Chief Financial Officer pursuant
         to Section 302 of the Sarbanes-Oxley Act of 2002
32.1     Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes- Oxley Act of 2002*


* previously filed




                                        12
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


AUDIT FEES

     The  following  table sets forth fees  billed to us during the fiscal  year
ended June 30,  2005 and for the period from  inception  to June 30, 2004 by our
independent auditors:

                                     June 30, 2005          June 30, 2004
                                   -----------------       ----------------
(i)      Audit Fees                 $   5,856                 $        0
(ii)     Audit Related Fees         $       0                 $        0
(iii)    Tax Fees                   $       0                 $        0
(iv)     All Other Fees             $       0                 $        0


     Audit Fees. Consists of fees billed for professional  services rendered for
the audit of the  Company's  financial  statements  and  review  of the  interim
consolidated  financial  statements  included in quarterly  reports and services
that are normally  provided by our auditors in  connection  with  statutory  and
regulatory filings or engagements.

     Audit-Related  Fees.  Consists  of fees  billed for  assurance  and related
services that are reasonably  related to the  performance of the audit or review
of the Company's  financial  statements and are not reported under "Audit Fees."
There was no such services provided in fiscal 2005 or 2004.

     Tax  Fees.  Consists  of fees  billed  for  professional  services  for tax
compliance,  tax advice and tax planning. There were no tax services provided in
fiscal 2005 or 2004.

     All Other Fees.  Consists of fees for products and services  other than the
services reported above. There were no management  consulting  services provided
in fiscal 2005 or 2004.

     Policy on  Pre-Approval  of Audit and  Permissible  Non-Audit  Services  of
Independent Auditors

     LCG's policy is that the LCG's auditor performs its services  independently
and with the highest integrity and  professionalism.  There is no formal written
policy. Any engagement of our outside auditor must be consistent with principles
determined by the SEC, namely, that the independent auditor cannot audit its own
work, perform management functions or act as an advocate for the client.

     LCG currently does not have a designated Audit Committee,  and accordingly,
our Board of  Directors'  policy  is to  pre-approve  all audit and  permissible
non-audit  services  provided by the  independent  auditors.  These services may
include audit services, audit-related services, tax services and other services.
Pre-approval  is generally  provided for up to one year and any  pre-approval is
detailed as to the  particular  service or category of services and is generally
subject to a specific  budget.  The  independent  auditors  and  management  are
required to periodically  report to our Board of Directors  regarding the extent
of  services  provided  by the  independent  auditors  in  accordance  with this
pre-approval,  and the fees for the  services  performed  to date.  The Board of
Directors may also pre-approve particular services on a case-by-case basis.

                                13

<PAGE>



                               SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this  amended  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


Date:  December 19, 2005
                          LAWRENCE CONSULTING GROUP, INC.

                      /s/ Dov Perlysky
                          Dov Perlysky
                          Chief Executive Officer and Chief Financial Officer
                         (Principal Executive, Financial and Accounting Officer)


     In accordance with the Exchange Act, this amended report has been signed by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

Signature           Title                                        Date
/s/ Dov Perlysky   Chief Executive Officer,
Dov Perlysky       Chief Financial Officer and Director    December 19, 2005




EXHIBIT 31.1
              CERTIFICATION

I, Dov Perlysky, certify that:

     1. I have reviewed this annual report on Form 10-KSB of Lawrence Consulting
Group, Inc. ("Lawrence Consulting Group");

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

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

                                Page 14
<PAGE>

     4.  Lawrence  Consulting  Group's  other  certifying  officers  and  I  are
responsible for establishing and maintaining  disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control
over  financial  reporting  (as  defined in  Exchange  Act Rules  13a-15(f)  and
15d-15(f)) for Lawrence Consulting Group and have:


     a.  Designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material   information  relating  to  Lawrence  Consulting  Group,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this annual report is
being prepared;


     b. Designed such internal control over financial reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;

     c. Evaluated the effectiveness of Lawrence  Consulting  Group's  disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures as of  the end of the
period covered by this annual report based on such evaluation; and

     d.  Disclosed  in this  report any change in  Lawrence  Consulting  Group's
internal  control over  financial  reporting that occured during its most recent
fiscal quarter (Lawrence Consulting Group's fourth fiscal quarter in the case of
an annual  report) that has  materially  affected,  or is  reasonably  likely to
materially affect,  Lawrence  Consulting Group's internal control over financial
reporting.

     5.  Lawrence  Consulting  Group's  other  certifying  officers  and I  have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to Lawrence  Consulting  Group's  auditors  and the audit
committee  of  Lawrence  Consulting  Group's  board  of  directors  (or  persons
performing the equivalent functions):

     a. All significant  deficiencies  and material  weaknesses in the design or
operation  of internal  control  over  financial reporting   which are likely to
adversely  affect  Lawrence  Consulting  Group's  ability  to  record,  process,
summarize and report financial information, and

     b. Any fraud,  whether or not material,  that involves  management or other
employees who have a significant  role in Lawrence  Consulting  Group's internal
control over financial reporting.




                                  15
<PAGE>

Date: September 28, 2005


/s/ Dov Perlysky
Dov Perlysky
Chief Executive Officer and Chief Financial Officer


EXHIBIT 32.1

                       LAWRENCE CONSULTING GROUP, INC.

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


     In connection  with the Annual Report of Lawrence  Consulting  Group,  Inc.
(the "Company") on Form 10-KSB for the period ending June 30, 2005 as filed with
the Securities and Exchange  Commission on the date hereof (the Report),  I, Dov
Perlysky,  Chief Executive  Officer and Chief Financial  Officer of the Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

/s/  Dov Perlysky
     Dov Perlysky
     Chief Executive Officer and Chief Financial Officer

September 28, 2005



                               16
<PAGE>

              LAWRENCE CONSULTING GROUP, INC. FINANCIAL STATEMENTS


   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
Lawrence Consulting Group, Inc.
Lawrence, NY  11559

     We have  audited the  accompanying  balance  sheets of Lawrence  Consulting
Group,  Inc.  as of June 30,  2004  and  2005,  and the  related  statements  of
operations,  changes in stockholders' equity (deficiency) and cash flows for the
period  from  January 14, 2004  (inception)  through  June 30, 2004 and the year
ended June 30, 2005. These financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

     We conducted our audits in accordance  with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.


     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Lawrence  Consulting Group,
Inc.  Corp. as of June 30, 2004 and 2005,  and the results of its operations and
its cash flows for the periods  from January 14, 2004  (inception)  through June
30, 2004 and the year period ended June 30, 2005 in conformity  with  accounting
principles generally accepted in the United States of America.

     As discussed in Note I, the Company has restated its  financial  statements
as of June 30,  2004 and for the period  from  January  14,  2004  through  June
30,2004.



/s/ Raich Ende Malter & Co. LLP
    East Meadow, New York
    September 28, 2005


                                F-1


<PAGE>
                          Lawrence Consulting Group, Inc.
                                 Balance Sheets


                                                     As of June 30,
                                                   ------------------

                                                2004                  2005
                                             (RESTATED)
                                            -------------        -------------

 ASSETS

CURRENT ASSETS

   CASH                                         $   942             $ 46,423
   ACCOUNTS RECEIVABLE                                                 2,800
                                            ----------------   ---------------
TOTAL CURRENT ASSETS                                942               49,223
                                             ===============    ==============


 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

 CURRENT LIABILITIES
    ACCRUED LIABILITIES                        $ 10,717             $  4,450
                                           ----------------    ---------------

 STOCKHOLDERS' EQUITY (DEFICIENCY)

 PREFERRED STOCK $0.0001 PAR VALUE,
 AUTHORIZED 2,000,000 SHARES, ISSUED-NONE             -                    -

 COMMON STOCK $0.0001 PAR VALUE,
 AUTHORIZED 10,000,000 SHARES,
 ISSUED & OUTSTANDING 225,000
 SHARES as of June 30, 2004
 AND 275,900 SHARES as of June 30, 2005              23                   28

 ADDITIONAL PAID IN CAPITAL                      25,977               76,872

 COMMON STOCK SUBSCRIPTION RECEIVABLE           (25,000)

 ACCUMULATED DEFICIT                            (10,775)             (32,127)
                                             ----------------    -------------

 TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)         (9,775)              44,773
                                             ----------------    -------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $   942             $ 49,223
  (DEFICIENCY)                               ================    ==============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS


                                F-2

<PAGE>


                        Lawrence Consulting Group, Inc.
                            Statements of Operations




                           For the period from                  For the
                        January 14, 2004 (inception)         Year Period Ended
                           through  June 30, 2004              June 30, 2005
                               (RESTATED)
                          -----------------------------------------------------

REVENUES:
 CONSULTING INCOME                                                $   13,300
 INTEREST INCOME                      $         0                         15
                                     -----------------         ---------------
TOTAL REVENUES
                                                0                      13,315


GENERAL & ADMINISTRATIVE EXPENSES          10,775                      34,667
                                     -----------------         ----------------

NET LOSS                            $     (10,775)                $   (21,352)
                                     -----------------         ----------------
                                     -----------------         ----------------

LOSS PER COMMON SHARE
BASIC AND DILUTED                   $       (0.05)                 $    (0.08)
                                     -----------------         ----------------
                                     -----------------         ----------------



WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED       222,904                     267,254
                                      ----------------         ----------------
                                      ----------------         ----------------


                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS




                                       F-3

<PAGE>




                  Lawrence Consulting Group, Inc.
         Statements of Changes in Stockholders' Equity (Deficiency)
                          For the period from
               January 14, 2004 (inception) through June 30, 2004
                    and for the year ended June 30, 2005

<TABLE>
<CAPTION>

                                                                                      COMMON
                                                                      ADDITIONAL      STOCK                               TOTAL
                     PREFERRED         COMMON       COMMON               PAID-IN      SUBSCRIPTION       ACCUMULATED   STOCKHOLDERS'
                      STOCK            STOCK       STOCK WARRANTS        CAPITAL      RECEIVABLE            DEFICIT         EQUITY
                                                                                                                       (DEFICIENCY)
                     --------          -------    --------------      -----------    ---------------      ----------    -----------
                   Shares Amount      Shares Amount  Shares
                     ---  ------     ------  ------  ------

<S>                  <C>  <C>          <C>   <C>     <C>                   <C>            <C>                 <C>           <C>
BALANCE-
January 14, 2004      -   $-            -    $-       -                     $-             $-                 $-             $-

ISSUANCE OF COMMON
STOCK TO FOUNDERS                 1,000,000  100                           900                                            1,000


RECAPITALIZATION,
CONVERSION OF
80% FOUNDERS                      (800,000)  (80)    800,000                80                                                -
SHARES TO WARRANTS

ISSUANCE OF
COMMON STOCK          -   $-        25,000    3                          24,997        (25,000)                               -


NET LOSS                                                                                                  (10,775)       (10,775)

                    ----------------------------------------------------------------------------------------------------------------
BALANCE-
June 30, 2004
(Restated)           -    -       225,000   23      800,000             25,977        (25,000)           (10,775)        (9,775)

ISSUANCE
OF COMMON STOCK       -    -        50,900    5                         50,895                                            50,900

PROCEEDS FROM
COMMON STOCK
SUBSCRIPTION
RECEIVABLE                                                                              25,000                            25,000


NET LOSS                                                                                                  (21,352)       (21,352)

                      ------------------------------------------------------------------------------------------------------------
BALANCE-
June 30, 2005         -   $-      275,900   $28    800,000               $76,872           -               $(32,127)      $44,773
                    ---  ---     --------  ----   ---------             ---------       --------          ----------     ---------
                    ---  ---     --------  ----   ---------             ---------       --------          ----------     ---------


</TABLE>






                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS







                                       F-4


<PAGE>

                   Lawrence Consulting Group, Inc.
                        Statements of Cash Flow
                    For the period from January 14, 2004
                    (inception) through June 30, 2004
                   and for the year ended June 30, 2005


                                                                   For the
                                         Period from January         Year
                                         14, 2004 (inception)    ended June 30,
                                         through June 30, 2005       2005
                                            (RESTATED)
                                   --------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES

NET LOSS                                    $ (10,775)               $(21,352)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in asset and liability balances:
Accounts receivable                                                    (2,800)
Accrued Liabilities                            10,717                  (6,267)
                                         ---------------         --------------

NET CASH USED IN OPERATING ACTIVITIES        $    (58)               $(30,419)
                                         ---------------         --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock          1,000                  50,900
Proceeds from stock subscription receivable                            25,000
                                         ---------------         --------------

NET CASH PROVIDED BY FINANCING ACTIVITIES       1,000                  75,900
                                        ---------------          --------------


NET INCREASE IN CASH                          $   942                $ 45,481

CASH -- beginning of period                         0                 $   942
                                        ---------------          --------------

CASH --  end of period                        $   942                $ 46,423
                                        ----------------         --------------


Supplemental disclosures of cash flow information:
Non-cash financing activities:
   Subscription receivable                   $25,000
                                       ===============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS





                                F-5



<PAGE>
                       LAWRENCE CONSULTING GROUP, INC.
                         NOTES TO FINANCIAL STATEMENTS
                               JUNE 30, 2005

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization and Operations

     Lawrence  Consulting  Group,  Inc. (the  "Company") was organized under the
laws of the State of Delaware on January 14, 2004. The Company offers consulting
and business  advisory  services.  In August 2004, the Company  entered into its
first two consulting agreements. In May 2005, the Company entered into its third
consulting  agreement.  The Company's  clients are currently located in New York
and Florida.

         Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from these
estimates. Significant estimates made by management include the valuation of the
deferred tax asset allowance.

         Fair Value of Financial Instruments

     The amounts at which current assets and current  liabilities  are presented
approximate their fair value due to their short-term nature.

         Revenue Recognition

     The Company's consulting  agreements may require monthly fees and/or hourly
fees. These fees are recognized as revenue as services are rendered.

        Accounts Receivable

     Accounts  receivable are recorded at their estimated  realizable  value. An
allowance for doubtful accounts is estimated by management through evaluation of
significant past due accounts. Accounts are deemed past due when payment has not
been received within the stated time period.  The Company's  policy is to review
individual  past due  amounts  periodically  and write off amounts for which all
collection efforts are deemed to have been exhausted.

         Income Taxes

     The Company  follows the  provisions  of Statement of Financial  Accounting
Standards  Board No. 109,  "Accounting for Income Taxes," which requires the use
of the liability  method of accounting  for income taxes.  The liability  method
measures  deferred income taxes by applying enacted statutory rates in effect at
the balance  sheet date to the  differences  between the tax basis of assets and
liabilities  and  their  reported  amounts  on  the  financial  statements.  The
resulting  deferred tax assets or liabilities are adjusted to reflect changes in
tax laws as they occur. A valuation allowance is provided when it is more likely
than not that a deferred tax asset will not be realized.

         Loss Per Common Share

     The Company has adopted  Statement of Financial  Accounting  Standards  No.
128,  Earnings Per Share,  which modified the  calculation of earnings per share
("EPS").  This statement replaced the previous presentation of primary and fully
diluted EPS to basic and diluted EPS.  Basic EPS is computed by dividing  income
available to common stockholders by the weighted average number of common shares
outstanding  for the period.  Diluted EPS  includes the dilution of common stock
equivalents,  and is  computed  similarly  to  fully  diluted  EPS  pursuant  to
Accounting Principles Board (APB) Opinion 15.

     Basic loss per  common  share is  calculated  by  dividing  net loss by the
weighted  average number of shares of common stock  outstanding.  Stock warrants
have not been  included in the  calculation  of diluted  loss per share,  as the
effect would have been antidilutive and the warrants were not exercisable during
the period covered by these financial  statements as the Company's  common stock
was not trading at $1.00 per share.  Accordingly,  basic and  dilutive  loss per
share are the same for the Company.

        Loss Per Share
                                Period from                    For the
                               January 14, 2004              Year Period
                               (inception) to              Ended June 30, 2005
                                June 30, 2004

        Basic                   $ (0.05)                        $ (0.08)
        Diluted                   (0.05)                          (0.08)


                                F-6
<PAGE>


NOTE B - INCOME TAXES

     Deferred tax assets and liabilities are determined  using enacted tax rates
for the effects of net operating losses and temporary  differences  between the
book and tax bases of assets and  liabilities.  The Company  records a valuation
allowance on deferred tax assets to reflect the expected  future tax benefits to
be  realized.  In  determining  the  appropriate  valuation  allowance,  certain
judgments are made relating to  recoverability  of deferred tax assets,  uses of
tax loss carry  forwards,  level of expected  taxable  income and  available tax
planning  strategies.  These judgments are routinely reviewed by management.  At
June 30,  2005,  the Company had a net  operating  loss of $32,127  available to
reduce future  taxable  income  expiring  through 2024.  Management is unable to
determine if the  utilization  of the future tax benefit is more likely than not
and  accordingly,   the  tax  asset  of  $13,493  has  been  fully  reserved.  A
reconcilliation  of the  statutory  income  tax  effective  rate  to the  actual
provision shown in the financial statements is as follows:


<TABLE>
<CAPTION>
                             For the period
                               January 14,
                             2004 (inception)
                                through                             For the Year ended
                             June 30, 2004                            June 30, 2005
                            -----------------                      ------------------
<S>                             <C>           <C>                          <C>          <C>

Loss before income taxes        $10,775                                  $32,127
                               --------                                  --------
                               --------                                  --------

Computed tax benefit at
  statutory rate:

Federal                         ($3,663)      (34%)                     ($10,923)       (34%)

State                              (862)       (8%)                       (2,570)        (8%)

Net Operating Loss
Valuation reserve                4,525         42%                        13,493         42%
                                -------      ------                      --------       ------


Total tax benefit                 $ -          -%                         $  --           -%
                                -------      ------                      --------       -------
                                -------      ------                      --------       -------



</TABLE>

NOTE C - CAPITAL TRANSACTIONS

     On January 15, 2004, the Company issued to its founders 1,000,000 shares of
common stock in exchange for $1,000 (the "Equity  Purchase  Price")  ($0.001 per
share).  The Company was  subsequently  recapitalized  so that as of January 16,
2004, the Company had 200,000 shares of Common Stock and 800,000 warrants issued
and outstanding.  Management  allocated $800 of the Equity Purchase Price to the
warrants  ($0.001 per warrant)  and the balance to the common stock  ($0.001 per
share).  The warrants are  exercisable  at $0.12 per share and expire on January
16, 2014. The warrants are not exercisable until the earlier of (i) September 1,
2007 or (ii)  date on which the  closing  price of the  shares of the  Company's
common  stock has  equaled or  exceeded  $1.00 per share on the NASDAQ  Bulletin
Board,  NASDAQ  National  Market  System or on the  American  or New York  Stock
Exchange for at least ten (10) consecutive trading days.


     On March 1, 2004,  25,000 shares were sold for $1.00 per share. The Company
received no cash in  connection  with the sale of these shares during the period
from  January 14, 2004  (inception)  through June 30, 2004 and was issued a note
receivable for $25,000, which was collected on August 20, 2004.


     On August 31,  2004,  the Company  completed a private  placement of 50,900
shares of common stock at $1.00 per share.

     On September 24, 2004, the Company filed a registration  statement with the
Securities  and Exchange  Commission  (the "SEC") on Form 10SB.  On November 23,
2004, the Company went effective as a registrant.

                                F-7

<PAGE>
NOTE D - RELATED PARTY TRANSACTIONS

     During 2004 and 2005, the Company utilized the office space provided by its
president at no cost to the Company.  The amount of office space utilized by the
Company is considered insignificant.

     In March,  2004,  the Company  entered into an agreement  with Krovim,  LLC
("Krovim"),  a principal  shareholder  of the Company,  whereby Krovim agreed to
lend the  Company up to a maximum  of  $25,000  at prime  plus 2% per annum.  No
drawdowns have been made to date and there are no formal repayment terms.

     The President of Rivkalex  Corp., a client of the Company's,  owns 18.8% of
the Company's Common Stock.

NOTE E - LONG TERM EMPLOYMENT AGREEMENT

     On August 20,  2004,  the  Company  entered  into a three  year  employment
agreement  with its  president,  which shall be extended from year to year after
the initial term.  The president,  who is also the Company's  Chairman and Chief
and Executive Officers,  shall not be entitled to any cash compensation from the
Company for his services until the Company's annualized revenues exceed $500,000
on a quarterly basis. At such time, the president shall be entitled to receive a
salary of $50,000 per annum.

NOTE F - CONCENTRATION OF RISKS

     The Company's  cash balances are maintained in a high quality bank checking
account.  Management deems all its accounts receivables to be fully collectible,
and, as such, does not maintain any allowances for uncollectable receivables.


NOTE G - MATERIAL BALANCE SHEET ACCOUNTS

     As of June 30,  2005,  two of the  Company's  clients  each  accounted  for
approximately  36% of the  Company's  accounts  receivable  and a  third  client
accounted for the balance.  As of June 30, 2005,  all of the Company's  accounts
payables were due to a professional services firm for bookkeeping services.

NOTE H - CHANGE OF AUDITORS

     Silverstein  & Weiss  (S&W")  previously  audited the  Company's  financial
statements for the period ended June 30, 2004.  S&W's report for this period did
not contain an adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles.

     The decision to change auditors was approved by the Company's sole Director
and was made because S&W is not registered  with the Public  Company  Accounting
Oversight Board ("PCAOB") and thus cannot act as an auditor of a public company.
S&W resigned because it was not registered with the PCAOB.  Such resignation was
effective August 25, 2005. On August 25, 2005, the Company appointed Raiche Ende
Malter & Co., LLP ("Raiche Ende") to serve as its new independent auditor.

     In  connection  with  the  audit  of  the  period  from  January  14,  2004
(inception) to June 30, 2004 and the quarterly  reports  subsequent  thereto and
prior to the  resignation  of S&W,  there were no  disagreements  or  reportable
events  between the Company and S&W on any matters of  accounting  principles or
practices,  financial  statement  disclosure,  or auditing  scope or  procedure,
which,  if not resolved to the  satisfaction  of S&W,  would have caused them to
make a reference to the subject matter of the disagreements or reportable events
in connection with their reports.

NOTE I - RESTATEMENT OF FINANCIAL STATEMENTS

     The Company's  financial  statements as of June 30, 2004 and for the period
from January 14, 2004 (inception) to June 30, 2004 have been restated from prior
financial statements included in the Company's Form 10SB registration  statement
filed with the SEC on September 24, 2004 and subsequent  quarterly  forms 10QSB.
In the restated financial statements (i) $7,661 of organization costs originally
capitalized were expensed, and (ii) a $25,000 stock subscription  receivable was
reclassified from a current asset to a contra-equity account.



                        F-8

<PAGE>
NOTE J - QUARTERLY FINANCIAL DATA (UNAUDITED)

     The following fiscal 2005 quarterly  financial  information for each of the
three months periods ended September 30, 2004, December 31, 2004, March 31, 2005
and June 30,  2005 is  unaudited.  However,  in the opinion of  management,  all
adjustments  (consisting of normal recurring  adjustments)  necessary to present
fairly  the  results  of  operations   for  such  periods  have  been  made  for
presentation of the results shown.



<TABLE>
<CAPTION>


                    Quarter Ended          Quarter Ended      Quarter Ended   Quarter Ended
                    September 30, 2004    December 31, 2004   March 31, 2005   June 30, 2005    TOTAL
                     (UNAUDTED)             (UNAUDITED)        (UNAUDITED)      (UNAUDITED)   (UNAUDITED)
<S>                       <C>                    <C>                <C>             <C>          <C>

Revenues               $ 1,115                $ 2,900          $ 4,500           $4,800        $13,315

Net Income (loss)         (540)               (12,491)         (11,351)           3,030        (21,352)

Earnings Per Share

Basic                     $ (0)               $ (0.05)         $ (0.04)         $  0.01        $ (0.08)

Diluted                     (0)                 (0.05)           (0.04)            0.01        $ (0.08)



                                F-9

</TABLE>