UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                        FORM 10-QSB/A

                      (Amendment No. 2)




(Mark One)

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

    For the quarterly period ended September 30, 2005

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

                For the transition period from to

                        Commission File No. 000-50956

                  LAWRENCE CONSULTING GROUP, INC.

        (Name of small business issuer as specified in its charter)

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


                 445 Cedarhurst Avenue, Suite 305
                    Cedarhurst, New York  11516


            (Address of principal executive offices)

                          516/633-0924
                   (Issuer's telephone number)



     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).

[ X ] yes      [    ]  no


     The number of shares  outstanding of the registrant's class of Common Stock
as of November 1, 2005 was 275,900. The Company held no shares in treasury.







                                1

<Page>
                           LAWRENCE CONSULTING GROUP, INC.

                                 FORM 10-QSB/A

                               (Amendment No. 2)

                       FOR THE QUARTER ENDED SEPTEMBER 30, 2005


Explanatory Note

     This quarterly report on Form 10-QSB/A of Lawrence  Consulting  Group, Inc.
(the "Company") for the quarterly  period ended September 30, 2005,  contains an
amendment to Exhibit 31.1 to the original  quarterly report on Form 10-QSB filed
on November 9, 2005 (the "Original Form 10-QSB") to reflect a restatement of the
certification  contained  therein.  This  Form  10-QSB/A  is  effective  for all
purposes as of the date of the filing of the original Form 10-QSB.

TABLE OF CONTENTS
                                                                        Page
                                                                      Numbers
PART I -FINANCIAL INFORMATION

Item 1  Financial Statements

       Balance Sheets as of September 30, 2005
       (unaudited) and June 30, 2005                                     3

       Statements of Operations for the three
       months ended September 30, 2004 and 2005 (unaudited)              4

       Statements of Cash Flows for the three
       months ended September 30, 2004 and 2005 (unaudited)              5

       Notes to Financial Statements (unaudited)                         6

Item 2 - Management's Discussion and Analysis or Plan of Operation      10

Item 3 - Controls and Procedures                                        12

PART II OTHER INFORMATION

Item 1 - Legal Proceedings                                              12

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds    12

Item 3 - Defaults upon Senior Securities                                12

Item 4 - Submission of Matters to a Vote of Security Holders            12

Item 5 - Other Information                                              12

Item 6 - Exhibits and Reports on Form 8-K                               13

        Signatures                                                      14







                                2

<PAGE>

                         Lawrence Consulting Group, Inc.
                                Balance Sheets


                                        September 30, 2005     June 30, 2005
                                           (unaudited)
                                        ------------------     ---------------

 ASSETS

CURRENT ASSETS

   CASH                                        $ 25,585            $ 46,423
   ACCOUNTS RECEIVABLE                            5,400               2,800
                                            ----------------   ---------------
TOTAL CURRENT ASSETS                           $ 30,985            $ 49,223
                                            ================   ===============


 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
    ACCRUED LIABILITIES                        $  2,370             $  4,450
                                            ---------------    ---------------

 STOCKHOLDERS' EQUITY

 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 275,900 SHARES
 AS OF SEPTEMBER 30, 2005, AND                       28                   28
 JUNE 30, 2005

 ADDITIONAL PAID IN CAPITAL                      76,872               76,872

 ACCUMULATED DEFICIT                            (48,285)             (32,127)
                                             ----------------    -------------

 TOTAL STOCKHOLDERS' EQUITY                      28,615               44,773
                                             ----------------    -------------

 TOTAL LIABILITIES AND STOCKHOLDERS'            $30,985             $ 49,223
 EQUITY                                      ================    =============





                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS









                                      3

<PAGE>


                        Lawrence Consulting Group, Inc.
                            Statements of Operations
                                  (unaudited)


                                                THREE MONTHS ENDED
                                                ------------------
                                    September 30, 2005       September 30, 2004
                                    ------------------       ------------------
REVENUES:

 CONSULTING INCOME                     $  9,000                $   1,000
 INTEREST INCOME                             --                      115
                                    ------------------        -----------------
TOTAL REVENUES                         $  9,000                    1,115



GENERAL & ADMINISTRATIVE EXPENSES:     $ 25,158                    1,655
                                    -------------------       -----------------

NET LOSS                               $(16,158)             $      (540)
                                    -------------------       -----------------
                                    -------------------       -----------------

LOSS PER COMMON SHARE
BASIC AND DILUTED                      $  (0.06)             $     (0.00)
                                    -------------------       -----------------
                                    -------------------       -----------------


WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING-BASIC AND DILUTED    275,900                  241,598
                                    -------------------       -----------------
                                    -------------------       -----------------




                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS




                                       4


<PAGE>

                   Lawrence Consulting Group, Inc.
                         Statements of Cash Flow
                              (UNAUDITED)


                                                THREE MONTHS ENDED
                                                ------------------
                                        September 30, 2005   September 30, 2004
                                        ------------------   ------------------





CASH FLOWS FROM OPERATING ACTIVITIES

NET LOSS                                      $ (16,158)               $  (540)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in asset and liability balances:
Accounts receivable                              (2,600)                (1,000)
Accrued Liabilities                              (2,080)                (9,518)
                                              --------------      -------------


NET CASH USED IN OPERATING ACTIVITIES         $ (20,838)              $(11,058)
                                              --------------      -------------

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

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


NET INCREASE (DECREASE) IN CASH               $ (20,838)               $ 64,842
CASH - beginning of period                       46,423                     942
                                              --------------     --------------

CASH - end of period                          $  25,585                $ 65,784
                                              --------------    ---------------



                THE ACCOMPANYING NOTES ARE AN INTEGRAL
                  PART OF THESE FINANCIAL STATEMENTS









                                5
<PAGE>

                        Lawrence Consulting Group, Inc.

                         Notes to Financial Statements

                               SEPTEMBER 30, 2005

                                   (Unaudited)


General

     The accompanying  unaudited consolidated financial statements and footnotes
have been  condensed  and therefore do not contain all  disclosures  required by
accounting principles generally accepted in the United States of America. In the
opinion of  management,  the  information  furnished  reflects all  adjustments,
consisting  of normal  recurring  adjustments,  necessary to present  fairly the
financial  position,  results  of  operations  and cash  flows  for the  interim
periods.  Interim periods are not  necessarily  indicative of results for a full
year.

     These financial  statements  should be read in conjunction with the audited
financial  statements  of the  Company  for the year ended June 30, 2005 and the
notes thereto  contained in the Company's Annual Report on Form 10-KSB, as filed
with the Securities and Exchange Commission on September 28, 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.  As of September  30,  2005,  the Company had
entered into consulting agreements with three clients. 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.

        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.

         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.

         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.









                                       6


<PAGE>


         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
                            For the three months ended
                           ----------------------------
                        September 30, 2005       September 30, 2004
                        ------------------       ------------------

        Basic              $ (0.06)                  $ (0.00)
        Diluted              (0.06)                    (0.00)


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
September 30, 2005 and September 30, 2004,  the Company had a net operating loss
of $48,285 and $11,315, respectively,  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
$20,280  and  $4,752  has been  fully  reserved  as of  September  30,  2005 and
September 30, 2004,  respectively.  A reconciliation of the statutory income tax
effective rate to the actual  provision shown in the financial  statements is as
follows:

<TABLE>
<CAPTION>

                                   For the three months ended
                          ---------------------------------------------
                          September 30, 2005          September 30, 2004
                         --------------------         -------------------
<S>                         <C>           <C>          <C>           <C>

Loss before income taxes  ($48,285)                 ($11,315)
                          --------                   -------
                          --------                   -------

Computed tax benefit at
  statutory rate:

Federal                   ($16,417)       (34%)      ($3,847)      (34%)

State                       (3,863)        (8%)         (907)       (8%)

Net Operating Loss
Valuation reserve           20,280         42%         4,752       (42%)
                          --------       ------      --------     ---------


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

</TABLE>





                                        7
<PAGE>


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) the 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.


NOTE D - RELATED PARTY TRANSACTIONS

     During  2004,  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
Executive Officer,  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.


                                8

<PAGE>

NOTE G - SUBSEQUENT EVENTS

     On October 31,  2005,  the Company  entered  into a plan and  agreement  of
merger (the "Plaza  Agreement"),  among the Company,  Plaza Acquisition Corp., a
wholly-owned  subsidiary of the Company (which became a wholly-owned  subsidiary
of the Company in October,  2005),  Plaza Consulting Group,  Inc.  ("Plaza") and
Elizabeth Plaza, the sole stockholder of Plaza. Pursuant to the agreement, Plaza
Acquisition  Corp.  will be merged into  Plaza,  with the result that Plaza will
become a wholly-owned  subsidiary of the Company,  and Ms. Plaza, as the present
sole stockholder of Plaza, will receive:

     -    $10,000,000 cash at the closing;

     -    Three  payments,  each in the  amount of  $2,750,000,  payable  on the
          first, second and third anniversaries of the closing date; and

     -    1,150,000 shares of the Company's common stock at the closing.

     As a condition to closing,  Plaza is to have a net  tangible  book value of
not less than $5,500,000, of which at least $2,000,000 is in cash.

     The Company does not  presently  have the cash to make the cash payment due
on  closing.  The Company is seeking to raise the cash  necessary  to provide it
with the funds to make the $10,000,000 payment due to Ms. Plaza through the sale
of a new series of preferred stock.

     At the closing,  all of the present officers and directors will resign from
their respective positions, except that Mr. Dov Perlysky, who is president and a
director,  will resign as an officer,  but will continue as a director.  Also at
the closing,  the Company will elect four other board members,  one of whom will
be Ms. Plaza and the other three will be independent directors. In addition, Ms.
Plaza will enter into a three-year  contract pursuant to which she will continue
to serve  as the  Company's  chief  executive  officer  for 18  months  and as a
consultant to the Company for 18 months thereafter.

     The Plaza agreement also includes as closing  conditions the termination of
all  outstanding  options  issued by  Plaza,  and the  grant by the  Company  of
incentive  stock options to purchase an aggregate of 1,400,000  shares of common
stock.

     The Plaza  Agreement also provides  that, at the closing,  the Company will
issue 600,000 shares of common stock and warrants to purchase  2,500,000  shares
of common stock with an exercise  price of $.06 per share to San Juan  Holdings,
Inc.,  the investment  banker for Plaza and Ms. Plaza.  The Company will provide
certain  demand  and  piggyback  registration  rights to Ms.  Plaza and San Juan
Holdings covering the shares of common stock to be issued to them at the closing
and the shares  issuable  upon  exercise  of the  warrants  issuable to San Juan
Holdings.

     The  Company's  board  of  directors  also  approved  a  two-for-one  stock
distribution  which will  become  effective  at or about the time of the closing
under the Plaza  agreement.  All  references  to numbers of shares and per share
prices under this Note G give effect to such stock distribution.








                                9

<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

Plan of Operation


     The  Company was  incorporated  on January 14,  2004.  In January  2004 the
Company  sold  200,000  shares of its Common  Stock and  warrants to purchase an
additional  800,000  shares of Common  Stock at an  exercise  price of $0.12 per
share to its  founders  for total  consideration  of  $1,000.  In March 2004 the
Company sold 25,000 shares of Common Stock to one  shareholder in exchange for a
$25,000  note (the  "Note")  (The Note was  subsequentially  paid on August  20,
2004.) In August  2004,  the  Company  sold  50,900  shares of Common  Stock for
$50,900  pursuant  to a private  placement  which was  reviewed  by the State of
Nevada.  In August  2004 the  Company  entered  into its  first  two  consulting
agreements. The Company became a reporting company under the Securities Exchange
Act of 1934, as amended on November 23, 2004.

     As of  September  30,  2005,  the Company  had  generated  only  $22,315 of
revenues,  had cash on hand of $25,585 and had net  working  capital of $28,615.
The Company will need to raise additional funds during the next twelve months to
fund its operations  and its merger with Plaza  Consulting  Group,  Inc. and Ms.
Plaza (the "Plaza Acquisition"). Such funds may be raised through an offering of
Common Stock, preferred stock or debt of the Company, or a combination of any of
the  foregoing.  The  Company  has no  commitment  for any such  funding  and no
assurances  can be given  that  any such  funding  can be  consummated  on terms
acceptable to the Company.  The Company use of proceeds for such  financing will
be principally  for the payment to Ms. Plaza pursuant to the Plaza Agreement and
the hiring of additional  employees and for working  capital.  Except for assets
acquired  in  connection  with  the  Plaza  Acquisition,  the  Company  does not
anticipate any material purchases of plant or equipment or any material research
and development expenditures during the next twelve months.

     The failure of the Company to obtain  additional  financing during the next
twelve  months  would  have a material  adverse  effect on the  Company  and its
business and prospects and would not allow it to consumate the merger.

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.

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.


                                     10
<PAGE>

Subsequent Events

     On  November 3, 2005,  the Company  filed a Report on Form 8-K with the SEC
pursuant to which the Company  reported  that on October 31,  2005,  the Company
entered into a plan and agreement of merger (the "Plaza  Agreement"),  among the
Company,  Plaza  Acquisition  Corp.,  a  wholly-owned  subsidiary of the Company
(which became a wholly-owned  subsidiary of the Company in October, 2005), Plaza
Consulting  Group,  Inc.  ("Plaza") and Elizabeth Plaza, the sole stockholder of
Plaza.  Pursuant to the agreement,  Plaza  Acquisition Corp. will be merged into
Plaza,  with the result that Plaza will become a wholly-owned  subsidiary of the
Company, and Ms. Plaza, as the present sole stockholder of Plaza, will receive:

     -    $10,000,000 cash at the closing;

     -    Three  payments,  each in the  amount of  $2,750,000,  payable  on the
          first, second and third anniversaries of the closing date; and

     -    1,150,000 shares of the Company's common stock at the closing.

     As a condition to closing,  Plaza is to have a net  tangible  book value of
not less than $5,500,000, of which at least $2,000,000 is in cash.

     The Company does not  presently  have the cash to make the cash payment due
on  closing.  The Company is seeking to raise the cash  necessary  to provide it
with the funds to make the $10,000,000 payment due to Ms. Plaza through the sale
of a new series of preferred stock.

     At the closing,  all of the present officers and directors will resign from
their respective positions, except that Mr. Dov Perlysky, who is president and a
director,  will resign as an officer,  but will continue as a director.  Also at
the closing,  the Company will elect four other board members,  one of whom will
be Ms. Plaza and the other three will be independent directors. In addition, Ms.
Plaza will enter into a three-year  contract pursuant to which she will continue
to serve  as the  Company's  chief  executive  officer  for 18  months  and as a
consultant to the Company for 18 months thereafter.

     The Plaza agreement also includes as closing  conditions the termination of
all  outstanding  options  issued by  Plaza,  and the  grant by the  Company  of
incentive  stock options to purchase an aggregate of 1,400,000  shares of common
stock.

     The Plaza  Agreement also provides  that, at the closing,  the Company will
issue 600,000 shares of common stock and warrants to purchase  2,500,000  shares
of common stock with an exercise  price of $.06 per share to San Juan  Holdings,
Inc.,  the investment  banker for Plaza and Ms. Plaza.  The Company will provide
certain  demand  and  piggyback  registration  rights to Ms.  Plaza and San Juan
Holdings covering the shares of common stock to be issued to them at the closing
and the shares  issuable  upon  exercise  of the  warrants  issuable to San Juan
Holdings.

     The  Company's  board  of  directors  also  approved  a  two-for-one  stock
distribution  which will  become  effective  at or about the time of the closing
under the Plaza  agreement.  All  references  to numbers of shares and per share
prices under "Subsequent Events" give effect to such stock distribution.


                                11

<PAGE>

Risk Factors and Forward Looking Statements

     The  following  factors  should be considered  carefully in evaluating  the
Company and its business:

     This Report on Form 10-QSB contains certain forward-looking statements that
are based on current  expectations.  In light of the important  factors that can
materially  affect  results,  including  those set forth in this  paragraph  and
below,  the  inclusion  of  forward-looking  information  herein  should  not be
regarded  as a  representation  by the  Company  or any  other  person  that the
objectives  or plans of the Company will be achieved.  The Company may encounter
competitive,  technological,  financial and business  challenges  making it more
difficult  than  expected to continue  to develop and market its  services;  the
market may not accept the Company's  existing and future  services;  the Company
may be unable to retain  existing  key  management  personnel;  and there may be
other  material  adverse  changes  in  the  Company's  operations  or  business.
Assumptions relating to budgeting, marketing, and other management decisions are
subjective in many respects and thus susceptible to interpretations and periodic
revisions based on actual  experience and business  developments,  the impact of
which may cause the Company to alter its marketing,  or other budgets, which may
in turn affect the Company's  financial position and results of operations.  The
reader is therefore  cautioned  not to place undue  reliance on  forward-looking
statements  contained  herein,  which  speak  solely as of the date of this Form
10-QSB.  The Company  assumes no  responsibility  to update any  forward-looking
statements as a result of new information, future events, or otherwise.

     For  other  risk  factors   relating  to  the  Company  see  the  Company's
Registration  Statement on Form 10SB as amended  filed with the  Securities  and
Exchange Commission.


Item 3.  Controls and Procedures


     Our Chief Executive Officer and Chief Financial Officer (collectively,  the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. Such officers have concluded
(based on their  evaluation of these controls and procedures as of a date within
90 days of the filing of this report) that the Company's disclosure controls and
procedures are effective, for a company of this size, to ensure that information
required  to be  disclosed  by the  Company in this  report is  accumulated  and
communicated  to the Company's  management,  including  its principal  executive
officers  as  appropriate,   to  allow  timely  decisions   regarding   required
disclosure.  The  Certifying  Officers  also have  indicated  that there were no
significant  changes in the  Company's  internal  controls or other factors that
could  significantly  affect  such  controls  subsequent  to the  date of  their
evaluation,  and there were no  corrective  actions  with regard to  significant
deficiencies and material weaknesses.

                       PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

None


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None


Item 3.  Defaults upon Senior Securities

Not applicable


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

None


Item 5.  Other Information

None


                                12

<PAGE>

Item 6.  Exhibits

(a)  Exhibits:

     31.1  Certification  of Chief  Executive and Chief  Financial  Officer
     pursuant to Section 302 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


EXHIBIT 31.1
                                 CERTIFICATION

I, Dov Perlysky, certify that:

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

2.   Based on my knowledge,  this quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and other  financial
     information  included  in this  quarterly  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 quarterly report;

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  15(d)-15(e)  and  internal
     control  over  financial  reporting  (as  defined  in  Exchange  Act  Rules
     13a-15(f) and 15(d) - 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 quarterly 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 Consutling 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 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
     reportings 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  reasonably
likely to  adversely  affect  Lawrence  Consulting  Group's  ability  to record,
process, summarize and report financial information; and

                                Page 13


<PAGE>

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

                                  SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.

                          LAWRENCE CONSULTING GROUP, INC.


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

Dated:  December 19,  2005


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 Quarterly Report of Lawrence  Consulting Group,
     Inc. (the "Company") on Form 10-QSB for the period ending December 31, 2004
     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

December 19, 2005

                                  SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.


                          LAWRENCE CONSULTING GROUP, INC.


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


Dated:  December 19, 2005










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