U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB/A
(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2001

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the transition period from _______________ to ________________

Commission File No.: 000-31935

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

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

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

Registrant's telephone number: (425) 251-8086

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

                                                       Name of each exchange
Title of each class                                    on which registered

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

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

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

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


<PAGE>



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

                  Yes  X                 No
                      -----                 -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant'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]

     State registrant's revenues for its most recent fiscal year. $621,541

     Of the  10,913,803  shares of voting  stock of the  registrant  issued  and
outstanding   as  of  December   31,  2001,   2,144,803   shares  were  held  by
non-affiliates.  The  aggregate  market  value  of  the  voting  stock  held  by
non-affiliates as of March 12, 2002 is $321,720.45.














                                        2

<PAGE>



                                     PART I

Item 1. Description of Business

     (a)  Business Development

     L.L.  Brown  International,  Inc.  (the  "Company,"  or  "L.L.  Brown")  is
incorporated in the State of Nevada. The Company was originally  incorporated as
Smart  Industries,  Inc. on February 19,  1997.  The  Company's  common stock is
presently  quoted on the Over the Counter Bulletin Board under the symbol "LLBR"
and has been since  December  20,  2001.  Its  executive  offices are  presently
located at 19435 68th Avenue South,  Suite S-105,  Kent,  Washington  98032. Its
telephone number is (425) 251-8086 and its facsimile number is (425) 251-8062.

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

     The Company is filing this Form 10-KSB in compliance with the effectiveness
of its filing on Form 10-SB. The Company will file periodic reports in the event
its  obligation  to file such  reports is  suspended  under the  Securities  and
Exchange Act of 1934 (the "Exchange Act".)

     The Company  relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and Rule 506 of Regulation D promulgated  thereunder  ("Rule
506") for  several  transactions  regarding  the  issuance  of its  unregistered
securities. In each instance, such reliance was based upon the fact that (i) the
issuance  of the shares did not  involve a public  offering,  (ii) there were no
more than thirty-five (35) investors (excluding "accredited  investors"),  (iii)
each  investor  who was not an  accredited  investor  either  alone  or with his
purchaser  representative(s)  has such knowledge and experience in financial and
business  matters that he is capable of  evaluating  the merits and risks of the
prospective  investment,  or the issuer reasonably believes immediately prior to
making any sale that such  purchaser  comes  within this  description,  (iv) the
offers  and  sales  were made in  compliance  with  Rules  501 and 502,  (v) the
securities  were subject to Rule 144  limitations on resale and (vi) each of the
parties was a sophisticated  purchaser and had full access to the information on
the Company necessary to make an informed  investment  decision by virtue of the
due diligence  conducted by the purchaser or available to the purchaser prior to
the transaction (the "506 Exemption").

     In January 2001, the Company entered into an agreement with Arizona, AFLCIO
to provide  training  services  designed for  dislocated  workers as a result of
closures  and  downsizing  of  Revlon,  Montgomery  Wards  and  Samuel  Lawrence
Furniture  MFG. Co. The seminar was conducted over a period of three (3) days in
March 2001 and yielded fees in the approximate amount of $7,500.

     In March 2001, the Company issued an additional  26,000 shares to Neil Rand
for  investor  relations  services,  10,000  shares  to Alan Ose & Viola Ose for
storage of the Company's training

                                        3

<PAGE>



materials in the Phoenix area and 1,000 shares to Atapana Mamea for $1,000.  For
such offering, the Company relied upon the 506 Exemption, the Florida Exemption,
460-44A-506 of the Washington Code and 17-4-114 of the Wyoming Code. See Part I,
Item 1.  "Description  of Business - (b) Business of  Registrant - Employees and
Consultants";  and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

     The facts relied upon to make the Washington  Exemption  available  include
the following:  (i) the Company filed a completed SEC Form D with the Washington
Department of Financial  Institutions,  Securities  Division;  (ii) the Form was
filed  not  later  than 15 days  after the  first  sale;  and (iii) the  Company
executed a Form U-2 consent to service of process,  and (iv) the Company paid an
appropriate filing fee of $300.00 to the Washington State Treasurer.

     The facts relied upon to make the Wyoming  Exemption  available include the
following: (i) the sale was to not more that 15 persons with 12 months, (ii) the
issuer  reasonably  believes that all the buyers are  purchasing  for investment
purposes,  (iii) no commission or other  remuneration is paid for soliciting any
prospective buyer in Wyoming, (iv) the Company filed a completed SEC Form D with
the Wyoming  Secretary of State;  (v) the Company executed a Form U-2 consent to
service  of  process  in the  state of  Wyoming;  and (vi) the  Company  paid an
appropriate filing fee.

     In August 2001,  the Company's  services were engaged by The Seminole Tribe
of Florida. Training was performed in September,  October and November 2001, for
which the Company received $49,800.

     In December  2001, the Company issued 275,000 shares of its common stock to
Donald F. Mintmire for legal  services.  For such  offering,  the Company relied
upon the 506 Exemption and Section 517.061(11) of the Florida Code.

     The facts relied upon in Florida include: (i) sales of the shares of common
stock were not made to more than 35 persons; (ii) neither the offer nor the sale
of any of the shares was  accomplished by the publication of any  advertisement;
(iii) all purchasers either had a preexisting personal or business  relationship
with one or more of the executive officers of the Company or, by reason of their
business  or  financial  experience,  could be  reasonably  assumed  to have the
capacity to protect their own interests in connection with the transaction; (iv)
each  purchaser  represented  that he was purchasing for his own account and not
with a view to or for sale in connection  with any  distribution  of the shares;
and (v) prior to sale, each purchaser had reasonable  access to or was furnished
all  material  books and records of the  Company,  all  material  contracts  and
documents  relating  to the  proposed  transaction,  and had an  opportunity  to
question the executive officers of the Company.  Pursuant to Rule 3E-500.005, in
offerings made under Section  517.061(11) of the Florida  Statutes,  an offering
memorandum is not required;  however each purchaser (or his representative) must
be  provided  with or given  reasonable  access to full and fair  disclosure  of
material  information.  An issuer is deemed to be satisfied if such purchaser or
his  representative  has been given access to all material  books and records of
the issuer;  all  material  contracts  and  documents  relating to the  proposed
transaction;  and an opportunity to question the appropriate  executive officer.
In that regard,  Carolyn Scott Brown supplied such information and was available
for such questioning.



                                        4

<PAGE>



     In January  2002,  the Company  entered  into a consulting  agreement  with
Capital  Research  Group,  Inc. to provide  services for management  consulting,
business advisory, shareholder information and public relations for the Company.
The term of the agreement is for a period of 3 months.  For such  services,  the
Company committed to arrange for a third party to transfer 200,000 shares of the
Company's  unrestricted  common  stock to the  consultant.  See Part I,  Item 1.
"Description   of  Business  -  (b)  Business  of  Registrant  -  Employees  and
Consultants";  and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

     In January 2002,  the Company  issued  700,000  shares of its  unrestricted
common  stock to  Shirlene  Fant  Rand for  consulting  services  pursuant  to a
Registration Statement on Form S-8 filed January 25, 2002.

     See (b) "Business of Registrant" immediately below for a description of the
Company's business.

     (b) Business of Registrant

GENERAL

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

     The Company was formed in February  1997 and had minimal  operations  until
March  1998,  when  it  acquired  LLBA.  L.L.  Brown  is  a  public  educational
corporation  which  designs and markets  curricula and training  materials  that
teach people how to make positive changes in their lives. Its principle  purpose
is to teach  techniques in critical  thinking,  self-image  psychology  and self
motivation which helps people to improve the quality of their lives.

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

Services

     The Company's services are provided for in several modalities, such as:

Seminars

     One (1),  two (2) and four (4) day  seminars  are  tailored  to the special
needs of an organization's  employees.  Seminars are designed to be interactive,
and can be limited in size and can be conducted for large groups with  break-out
sessions. The one (1) day seminars costs $3,500 plus $10.00 for each person. The
two (2) seminars costs $3500 per day pluse the cost of a training  package which
is $190 each  person.  The four (4) day  seminars  cost $360.00 per person for a
minimum of thirty (30) people.



                                        5

<PAGE>



Keynote Presentations

     Keynote  addresses  can be  made as  part  of an  organization's  corporate
wellness  activities,  women's health celebrations or human resource development
programs. The costs of a keynote address is $2500 plus travel expenses.

Conferences

     The Company  fulfills  contractual  speaking and keynote  presentations  at
national, international,  state and local conferences. Lead sheets are collected
at these events and all prospective  customers  receive a marketing  package and
follow up call within ten (10) days.  This service costs $2000 plus any expenses
incurred.

Needs Assessment

     On-site needs  assessments are conducted to determine the healthcare  needs
of  an  organization's   workforce.   Based  on  the  data  collected,   program
recommendations  will be given.  Needs  assessment  services costs $3000 per day
plus any expenses incurred.

Custom Designed Materials

     Materials  including  workbooks,  journals,  posters,  CD's and  videos are
custom designed for an organization. The costs of custom designing materials for
a client is $1500 per day for writing, not to exceed $20,000 in costs.

         Additional services include:

     o    Conference Workshops, at a cost of $2000 per day;
     o    Curriculum Development; at a cost of $2000 per day;
     o    Distance  learning seminars through video  conferencing,  at a cost of
          $360 per person
     o    On-line follow up sessions, at a cost of $1000 per session;
     o    Tape of the Month Club mailings, at a cost of $189 per subscription;
     o    Independent Study Courses, at a cost of $360 per person.

         The Company utilizes a wide variety of trainers and consultants to
provide presentations on the following subjects:

     o    Teamwork
     o    Motivation
     o    Cultural Diversity
     o    Quality Management
     o    Sales Training
     o    Capitalization on Change
     o    Leadership Training
     o    Youth Motivation
     o    Celebrating Menopause
     o    Supervisory Skills
     o    Conflict Resolution

                                        6

<PAGE>



     o    Stress Management and Wellness
     o    Welfare-to-Work
     o    Eliminating Workplace Negativity
     o    Controlling Workplace Anger
     o    Corporate Coaching and Counseling

Training Institute

     The Company  provides  certification  programs where customers can elect to
have their own staff certified to teach L.L.  Brown's  seminars after purchasing
the training  materials  and training  packages.  The L.L.  Brown  International
training institute  certifies trainers by first selecting trainers with training
and human resource development experience.  They must complete a forty (40) hour
training  seminar.  During this  seminar  they master the  Independent  Thinking
skills  series of courses  and are taught to teach  these  programs to youth and
adults. They are taught to complete lesson plans, facilitate discussion and work
with a variety of group dynamics. They also learn about adult learning theories.
During the first 300 hours of training,  they are closely evaluated for accuracy
and  style.  Every  year they are given  additional  information  on the  latest
research in motivation, stress management, behavior modification, and self-image
psychology.

     When the trainers complete the extensive training, they become certified to
teach L.L. Brown programs. The Company can mobilize up to fifty (50) trainers at
any given time to fulfill  contract  requirements.  This service  provides  L.L.
Brown's  customers with trainers in their state to minimize travel costs for the
customer.

Women's Health Institute

     The Women's Health  Institute  ("W.H.I.") is a division of L.L. Brown,  and
has been  established  to focus on  developing  programs  on women's  health and
wellness. It provides women with the latest,  innovative programming designed to
address  the  needs of women in the  areas  of  stress  management,  motivation,
celebrating  menopause,  developing balance and empowerment.  W.H.I.'s editorial
and medical  review board is composed of  international  experts in the field of
women's health.  W.H.I.  also has a live talk radio show which airs on Thursdays
from 4:00 - 5:00 p.m. on K.F.N.X. 1100 radio in Phoenix, Arizona.

     L.L.  Brown has  developed  a new product  line and series of services  for
women  including  workshops,  seminars,  training  material  and a new  website,
www.menopauseanswers.com.  The  online  services  include  updates on the latest
medical,  complementary and psychological  strategies for coping with menopause.
The  program is being  marketed to Fortune 500  companies.  The W.H.I.  provides
one-day  training  sessions  on-site for  corporations,  open  seminars  for the
community,  a conference  line,  and  infomercials.  Several  products have been
developed  including a handbook,  affirmation  book and journal.  W.H.I. is also
providing  seminars on how to develop a stress free lifestyle  using the book by
Carolyn Scott Brown, called the "23-Stress Free Diet".



                                        7

<PAGE>



Business Strategy

     The Company's business strategy,  which is dependent upon its continuing to
have sufficient cash flow from operations and/or obtaining sufficient additional
financing  with which to enhance the  commercialization  of existing  and future
products,  is to teach  people  and  corporations  how to  motivate  and  effect
positive changes in their lives. The Company's  revenues to date are minimal and
are  based  upon the  sales  and  service  contracts  it has  entered  into with
customers.  The Company's revenues are dependent on the volume of sales from its
products and services it provides.

     Revenues  from sales and  services  are  recognized  in the period in which
sales are made or services are provided.  The Company's gross profit margin will
be  determined  in part by its ability to estimate  and control  direct costs of
manufacturing  and production costs and its ability to incorporate such costs in
the price charged to customers and clients.

     The Company's  objective is to become a dominant  provider of  motivational
instructional  and training  services.  To achieve this objective,  and assuming
that  sufficient  funds are  available,  the  Company  intends  to: (i)  develop
international distribution channels and co-marketing alliances for the Company's
products  and  services;  (ii)  continue  to sign new  contracts  for  sales and
services; (iii) to explore new possibilities in television and the internet; and
(iv) to begin retail sales of its products through Direct Sales efforts.

     Management  believes  that  the  Company  is  poised  to lead  in the  ever
developing motivational training industry.  Management expects, in the event the
Company  continues to achieve  product and service  acceptance,  to increase its
market penetration  through acquisition of additional  customers,  joint venture
opportunities  with  established  market leaders and expansion of its personnel.
However,  such expansion  presents certain challenges and risks and there can be
no assurance  that the Company,  even if it were  successful in acquiring  other
bases of business  development,  would be successful  in profitably  penetrating
these potential markets.

Marketing and Distribution

Marketing

     L.L. Brown markets its products and services in several ways:

Telemarketing and Direct Mail Campaigns

     The Company  periodically  conducts  direct mail campaigns  through e-mail,
faxes and mass  mailing of  promotional  material  describing  new  products and
services to select  targets as well as to target  market  areas in states  where
L.L. Brown has a strong client base.  The Company's  sales  representatives  and
master trainers conduct follow-up.

Television, Radio and Newspaper Advertising

     The Company has and  continues  to  advertise  through  local and  national
television  stations in cities where they conduct training events. All prospects
are encouraged to call the Company's

                                        8

<PAGE>



toll-free phone line to order  products.  Prospects are urged to browse the L.L.
Brown  website.  The  Company's  staff has also  appeared on TV spots  including
Jessie  Jackson's  show,  KBDI in  Colorado,  A&E  cable  station  and on  other
educational  programs.  The  W.H.I.  has a live talk  radio  show  which airs on
Thursday from 4:00 - 5:00 p.m. on K.F.N.X.  1100 radio in Phoenix,  Arizona. The
Company also places ads in newspapers and has feature articles written about the
Company's  programs.  The Company is currently in the process of  developing  an
infomercial to market several of its motivational products.

Television Documentaries and Special Programs

     Lester L. Brown and Carolyn  Scott  Brown,  the  Company's  officers,  have
appeared on special  television  programs to discuss L.L.  Brown's  products and
services.  The networks for these  television  programs were PBS, A&E, Channel 5
and Channel 7. The Company  recorded a documentary  with PBS, which was aired in
fifty  seven (57)  cities in 1999.  Press  packets  were sent out to all the PBS
stations in all fifty (50) states.

On-line Marketing and Services

     The L.L.  Brown website is very  comprehensive.  The home page,  located at
www.llbrowninc.com,  describes  the  corporate  profile and all of L.L.  Brown's
products and services are listed as well as updates on current sale  promotions.
The Company also encourages  website  visitors to review the company calendar so
that  they can  attend  training  events in their  area.  The  Company  has also
designed website cards,  which are shipped with every order. L.L. Brown products
are offered through other international  on-line bookstores,  such as Amazon.com
and CushCity.com.

Retail Sales

     Training products,  including audio and videotapes are avail in over twenty
(20)  independent  bookstores  across the country and  continue to expand to new
locations. In the future, the Company intends to market its posters,  calendars,
journals and mouse pads at nationally known outlets.

Book Signings

     Book signings are  scheduled in select  markets on a continual  basis.  The
events  often  generate new leads as well as provide  community  support for the
Company's programs.

Collaborative Training

     Training is provided nationwide with local Chambers of Commerce in order to
reach their  constituents.  The Company also  conducts  training  with trade and
professional organizations and union organizations on an international level and
then market products and services to their membership.



                                        9

<PAGE>



Mail Order Department

     The Company  maintains  an active mail order  department  and  products are
shipped from the Kent,  Washington  headquarters  office as well as drop-shipped
from L.L.  Brown's  vendors.  All products are processed and shipped within five
(5) to seven (7) business days. Mail orders are received by fax,  e-mail,  phone
and U.S. postal service.

     L.L.  Brown has  developed  a new product  line and series of services  for
women  including  workshops,  seminars,  training  material  and a  new  website
(www.menopauseanswers.com).   These  products  and  services  educate  women  on
medicine and hormones that can help with menopause,  as well as answer questions
and  provide  advise  regarding  emotional  control  over  the side  effects  to
menopause.   The  online  services   include  updates  on  the  latest  medical,
complementary  and  psychological  strategies  for coping  with  menopause.  The
program is being marketed to Fortune 500 companies.  The W.H.I. provides one-day
training  sessions  on-site for  corporations,  open seminars for the community,
conference line, through infomercials and retail outlets.

Distribution

     The Company has held  seminars  and  training  sessions  for  corporations,
non-profit agencies, universities, social service agencies, school districts and
youth services agencies.  These seminars may generate future sales opportunities
for the  Company.  The Company  will  continue to target such groups that have a
similar  philosophy of the necessity to instill critical  self-image  psychology
and self  motivation in their people and employees to achieve their personal and
professional goals.

     The  Company's  plan of  distribution  is to  continue  to market  and sell
products and services through telemarketing,  direct mail campaigns, television,
radio and newspaper  advertising,  on-line marketing,  and retail sales efforts.
Additionally,  the Company will attempt to increase its  collaborative  training
program,  so that the  Company  can  collaborate  with  trade  and  professional
organizations and union  organizations on an international level and then market
products and services to their membership.

     The Company is also  currently in the process of developing an  infomercial
to market several of its motivational products,  which the Company believes will
generate  sales from  consumers  throughout  the United  States.  The growth and
improvement  of direct  response  marketing  and sales  via  infomercials,  home
shopping  networks and commercials has had a positive impact on the retail sales
industry and specifically on the  self-improvement  and  motivational  industry.
Companies  such  as  Tony  Robbins  and  Franklin  Covey  have  been  especially
successful.  These avenues of marketing have  historically  generated  sales and
significant  exposure in the industry.  The  infomercial  is a work in progress,
which has completed its  developmental  stage but is currently being reviewed by
possible financial backers. One possible source of funds has estimated the costs
to be $250,000, which would include taping, production, editing, test marketing,
packaging, and telemarketing.  Once a funding source is located then the Company
will move to contract with the production company to begin implementation of the
infomercial.  Management  estimates it to take six (6) months from contract date
to shipping products to customers.



                                       10

<PAGE>



     The Company uses an outside printing and distribution company, who have the
capacity to ship all products in bulk. The Company  intends to save a portion of
its  expense by acting as a  fulfillment  center for small  orders such as fifty
(50)  books  and/or  tapes  or  less.  The  Company  expects  that it will  have
sufficient  resources and capital necessary to expand to meet these obligations.
A shortage  of capital  could have a material  adverse  effect on the  Company's
ability  to  handle  its  fulfillment   obligations  in-house  as  well  as  its
out-sourced orders.

Speakers Bureau

     The  Company  has a  speaker's  bureau and  contracts  with a wide array of
professional   speakers  nationwide  who  fulfill  speaking   engagements.   The
consultants  have been certified as master trainers in all L.L. Brown's programs
including management training,  staff development,  dislocated workers training,
youth-at-risk and welfare-to-work  training. There are no current contracts with
these consultants. Instead, the Company keeps a roster of certified consultants,
and invoices them on an as-needed  bases as engagements  are contracted for with
the  Company.  The Company can  mobilize up to fifty (50)  trainers at any given
time to fulfill  contract  requirements.  This  service  provides  L.L.  Brown's
customers  with  trainers  in  their  state to  minimize  travel  costs  for the
customer.

Distribution on the Internet

     The Company  periodically  conducts  direct mail campaigns  through e-mail,
faxes and mass  mailing of  promotional  material  describing  new  products and
services to select targets as well as to target market areas in states where the
Company has a strong client base.  L.L. Brown sales  representatives  and master
trainers conduct follow-up.

     L.L.  Brown has  developed  a new product  line and series of services  for
women  including  workshops,  seminars,  training  material  and a  new  website
(www.menopauseanswers.com).  The online  services  include updates on the latest
medical, complementary and psychological strategies for coping with menopause.

     The Company is also  planning to sell its products  over the  Internet.  It
advertises  its products and training  materials for sale  directly  through the
Company  website.  Customers  are able to browse  the site and should be able to
purchase  the products  directly  from the Company over the Internet in a secure
environment by April 1, 2001. The Company intends to pay for  advertising  space
on frequently  visited sites such as browsers upon receipt of sufficient capital
from either revenues or debt or equity financing.

Status of Publicly Announced Products and Services

     The Company's  books,  manuals,  workbooks,  application  guides,  training
materials,  video  tapes and audio  tapes  are ready for  purchase  at any time.
Additionally,  the Company is ready to  schedule a one (1),  two (2) or four (4)
day training seminar upon entering into a contract with a customer.

                                       11

<PAGE>



     The following is a list of the Company's available training materials.  The
Company's training materials are self-published.  The training materials consist
of workbooks,  application guides, audiotapes and videotapes,  which are written
to respond to customer needs and are based on the latest  research in self-image
psychology. Oftentimes they are tailored to fit a particular customer's needs.

Books and Manuals:

     o    30 Day Gainful Employment
     o    On the Job 90 Days and Beyond
     o    Affirming Cultural Diversity for the 21st Century
     o    Increasing Personal Power Through Affirmations
     o    Independent Thinking Skills for Motivation and Retention
     o    Independent Thinking Skills for Personal Development
     o    Independent Thinking Skills Trainers Manual
     o    Independent Thinking Skills for Youth
     o    Independent Thinking Skills for Youth: 2 Day Seminar
     o    Reaching Your Vision of Parenting
     o    Survival Skills for Success: Workbook 1
     o    Survival Skills for Success: Teacher Packet 1
     o    Survival Skills for Success: Workbook 2
     o    Survival Skills for Success: Teacher Packet 2
     o    Don't Pause for Menopause, Celebrate It! Affirmation Book
     o    Do Menopause With An Attitude Handbook
     o    Menopause  Moments - A Journal for Women on Celebrating  Perimenopause
          and Menopause

Audio Tapes:

     o    Attitudes of Champions
     o    Becoming a Mental Giant
     o    Empowerment "The Power of Belief" and "Never Give Up"
     o    Undo It

Video Tapes:

     o    Attitudes of Champions
     o    Downward Spiral
     o    Ethnocentric Thinking Skills
     o    Independent Thinking Skills Series
     o    Never Give Up
     o    Power of Belief
     o    Stereotypical Thinking You Get What You Think About

     The "Power of Belief" is a  commercially  published  book which is the life
story of Lester L. Brown.  This  autobiography  is a personal  testament  to the
daily struggles and barriers to mastering  change.  Lester Brown, in his role as
Vice-President and acting in good faith for the Company, wrote his life story as
a testimony to how the Independent Thinking Skills curriculum empowers people

                                       12

<PAGE>



to make positive  changes in their lives. As part of his duties,  he markets and
sells the book at all of his appearances for L.L. Brown.  This Copyright belongs
to L.L. Brown International, Inc.

     No other L.L.  Brown  products or services have been publicly  announced or
are either in the production or planning phase.

Competition

     Management estimates that the motivational  training and development market
is over one  billion  dollars,  with L.L.  Brown  reporting  less than 2 million
dollars in revenues each year. The Company's direct competitors  utilize much of
the same philosophy for self  improvement  and  motivation,  and use the same or
similar medium for marketing their products and services.

     Tony Robbins' program, "Education for Excellence", in San Diego California,
owns a market share of approximately  twenty percent (20%).  Tony Robbins is the
Company's  number one  competitor  and has the largest  portion of the audiotape
motivational  market.  His company reports  approximately  $100 million per year
just in audiotapes.

     Franklin Covey,  another  competitor  which operates out of Salt Lake City,
Utah, owns a market share of approximately  ten percent (10%). This organization
has seminars for business as well as commercially marketed books and tapes. They
have associates who provide products and services as distributors throughout the
United States and abroad.

     The Pacific Institute is another  competitor,  which owns a market share of
approximately three percent (3%). This organization provides motivation seminars
and training services in the United States, England, Germany and Australia. Most
of their programs are marketed on video.

     Oxygen Media is a newer  competitor,  which  operates out of New York,  New
York, and owns a market share of approximately  fifteen percent (15%). This is a
new multimedia company started by Oprah Winfrey and her associates to help women
improve the quality of their  lives.  Several  websites are  available  offering
information for women on health,  medicine,  fitness,  sexuality,  nutrition and
weight management.  Oxygen Media premiered a multi-million  dollar cable station
and television programming on February 2, 2000.

     WomenConnect.com  is a  web  based  company  which  provides  informational
services for women on health,  fitness and career advancement.  WomenConnect.com
owns a market share of approximately two percent (2%).

     Business  and  Professional  Women/USA  is an  organization  that  conducts
research on issues  related to women and  working.  This  company  owns a market
share of approximately one half percent (.5%).



                                       13

<PAGE>



     Lifelines  Institute is another  competitor,  which  provides  seminars and
training  for  companies  in the  metropolitan  San  Francisco  area.  Lifelines
Institutes owns a market share of approximately one half percent (.5%).

     The other  fourteen  percent  (14%) of the  market  covers  numerous  small
companies who, like L.L. Brown,  are generating  revenues of less than 2 million
dollars annually.

     The self improvement and motivational  training industry in general is very
competitive,   with  several  major  companies   involved.   The  Company  faces
competition from large,  well-established  companies with  considerably  greater
financial,  marketing, sales and technical resources than those available to the
Company.  Additionally,  many of the Company's present and potential competitors
have research and development  capabilities  that may allow such  competitors to
develop new and improved products which may compete with the Company's products.
The Company's  products could be rendered  obsolete or made  uneconomical by the
development  of new  products,  technological  advances  affecting  the  cost of
production,  or  marketing  or pricing  actions by one or more of the  Company's
competitors.   The  Company's  business,   financial  condition  or  results  of
operations  could  be  materially  adversely  affected  by one or  more  of such
developments. There can be no assurance that the Company will be able to compete
successfully  against current or future competitors or that competition will not
have an material adverse effect on the Company's  business,  financial condition
or results of operations.

SOURCES AND AVAILABILITY OF RAW MATERIALS AND PRINCIPAL SUPPLIERS

     The  materials  needed to produce the  Company's  products  and services is
widely  available  from  numerous  third  parties  for rent or for  sale.  These
materials include video cassettes and recording  equipment,  audio cassettes and
recording equipment,  paper and office supplies,  computers and internet access,
research materials in self-image  psychology and mind/brain research to maintain
an up to date edge on their products. The final product is then manufactured and
mass produced by a third party independent contractor.  No shortage of materials
is expected in the foreseeable future.

INTELLECTUAL PROPERTY

     The Company  intends to protect its  original  intellectual  property  with
patents, copyrights and/or trademarks as appropriate.

     The Company's training materials are self-published. The training materials
consist of workbooks,  application guides, audiotapes and videotapes,  which are
written to respond to  customer  needs and are based on the latest  research  in
self-image  psychology.  Oftentimes  they  are  tailored  to  fit  a  particular
customer's needs.

     In September  1998,  Lester L. Brown,  as an agent of LLBA,  entered into a
production agreement with KBDI-TV and the Metropolitan Denver Black United Fund.
The  agreement  pertains  solely  to  the  production,  videotaping,  promotion,
packaging  and  distribution  of a program  of self  authorized  subject  matter
created by Lester Brown . The agreement provides that KBDI-TV will

                                       14

<PAGE>



     furnish  production  facilities  and personnel for the purpose of producing
the Program,  Lester Brown will furnish self  authorized  material from which to
base the  Program,  and to function as on-camera  host for the Program,  and the
Metropolitan  Denver  Black United Fund will provide  promotions  and  marketing
assistance with the  distribution of the Program within public  television.  The
agreement  also  provides  that  ownership of copyright for the Program shall be
granted and held equally by KBDI-TV,  Lester Brown, and the Metropolitan  Denver
Black  United Fund.  Lester  Brown is obligated to provide six thousand  dollars
($6,000)  for  financial  support  of the  Program.  The net  revenue  from  the
distribution of the Program shall be disbursed  equally between KBDI-TV,  Lester
Brown, and the Metropolitan  Denver Black United Fund. The term of the agreement
is for fifteen (15) years,  beginning  September  30, 1998.  See Part I, Item 5.
"Directors, Executive Officers, Promoters and Control Persons."

     The "Power of Belief" is a  commercially  published  book which is the life
story of Lester L. Brown.  This  autobiography  is a personal  testament  to the
daily struggles and barriers to mastering  change.  Lester Brown, in his role as
Vice-President and acting in good faith for the Company, wrote his life story as
a testimony to how the Independent Thinking Skills curriculum empowers people to
make  positive  changes in their  lives.  As part of his duties,  he markets and
sells the book at all of his appearances for L.L. Brown.  This Copyright belongs
to L.L. Brown International, Inc.

GOVERNMENTAL REGULATION

     Currently there is no government  regulation of the Company's  business nor
of the Company's products and services.

RESEARCH & DEVELOPMENT

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

COMPLIANCE WITH ENVIRONMENTAL LAWS

     The  Company's  business is not subject to  regulation  under the state and
Federal  laws  regarding  environmental   protection  and  hazardous  substances
control. The Company is unaware of any bills currently pending in Congress which
could change the application of such laws so that they would affect the Company.



                                       15

<PAGE>



Employees and Consultants

     At December 31, 2001, the Company employed five (5) persons.  None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent. The Company plans to employ additional personnel as needed.

     In March 2001, the Company issued an additional  26,000 shares to Neil Rand
for  investor  relations  services,  10,000  shares  to Alan Ose & Viola Ose for
storage of the Company's training materials in the Phoenix area and 1,000 shares
to Atapana Mamea for $1,000. For such offering,  the Company relied upon the 506
Exemption,  the  Florida  Exemption,  460-44A-506  of the  Washington  Code  and
17-4-114 of the Wyoming Code. See Part III, Item 12. "Certain  Relationships and
Related Transactions".

     In January  2002,  the Company  entered  into a consulting  agreement  with
Capital  Research  Group,  Inc. to provide  services for management  consulting,
business advisory, shareholder information and public relations for the Company.
The term of the agreement is for a period of 3 months.  For such  services,  the
Company committed to arrange for a third party to transfer 200,000 shares of the
Company's  unrestricted  common  stock to the  consultant.  Part  III,  Item 12.
"Certain Relationships and Related Transactions".

Item 2. Description of Property

     The Company  maintains  its  executive  offices at 19435 68th Avenue South,
Suite S-105,  Kent,  Washington  98032. The Standard  Industrial Lease indicates
that the leased  premises  are Suite S- 104,  however the Suite  number has been
changed to S-105,  and is therefore the legal address of the Company.  Also, the
City of Kent,  Washington  has changed  the name of West Valley  Highway to 68th
Avenue South,  and is therefore the legal address of the Company.  Approximately
4,200 square feet of space is devoted  entirely to L.L. Brown as an office.  Its
telephone  number is (425) 251-8086 and its facsimile  number is (425) 251-8062.
It is planned that such office space shall serve as the Company headquarters and
also as a fulfillment center for the Company's products.

Item 3. Legal Proceedings

     No legal  proceedings  have been initiated either by or against the Company
to date.

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

     No matter was  submitted to a vote of the Company's  shareholders,  through
the  solicitation  of proxies or otherwise  from the Company's  inception to the
close of the 2001 fiscal year ended December 31, 2001, covered by this report.

Item 5. Market for Common Equity and Related Stockholder Matters.

     Shares of the  Company's  common  stock are quoted on the Over the  Counter
Bulletin Board ("OTCBB").

     The shares  quoted are subject to the  provisions of Section 15(g) and Rule
15g-9 of the  Securities  Exchange Act of 1934, as amended (the Exchange  Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for  transactions in penny stocks and Rule 15g9(d)(1)  incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.


                                       16

<PAGE>



     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
registrant's  net  tangible  assets;  or  exempted  from the  definition  by the
Commission.  Trading  in the  shares is subject  to  additional  sales  practice
requirements  on  broker-dealers  who sell penny  stocks to  persons  other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  common stock and may affect the
ability of shareholders to sell their shares.

     As of December 31, 2001, there were one hundred thirty-two (132) holders of
record of the Company's common stock.

     As of December 31, 2001,  the Company had  10,913,803  shares of its common
stock issued and outstanding, 9,155,700 of which were restricted Rule 144 shares
and  1,758,103  of which were  free-trading.  Of the Rule 144 shares,  8,769,000
shares are been held by affiliates of the Company for more than one (1) year.

Dividend Policy

     The Company has never paid or declared  any  dividends  on its common stock
and does not anticipate paying cash dividends in the foreseeable future.

Item 6.    Management's Discussion and Analysis

     The Company has been engaged in the  motivational  training  business since
inception.   L.L.  Brown's  founding   philosophy  arose  from  the  diversified
experience  of  its  management  in  the   motivational   training  and  related
industries.

     The  Company was in the  development  stage until March 1998 when the share
exchange took place  between LLBA and the Company and has recently  emerged from
that stage.  The Company has begun selling its products and  contracting for its
services.  Due to the Company's limited operating history and limited resources,
among other factors, there can be no assurance that profitability or significant
revenues on a quarterly or annual basis will occur in the future.

                                       17

<PAGE>



     The Company is planning to reduce  expenses by soliciting bids for printing
of its training  materials.  The Company will also continue to evaluate spending
patterns  to  maximize  efficiency.  The Company  will focus on  localizing  its
independent contractor workforce to reduce travel expenditures. The Company will
continue to cut costs in an attempt to increase profits.

     Since  entering into  contracts  with several  customers  for  motivational
training engagements, the Company has begun to make preparations for a period of
growth,  which  may  require  it to  significantly  increase  the  scale  of its
operations. This increase will include the hiring of additional personnel in all
functional areas and will result in significantly higher operating expenses. The
increase  in  operating  expenses  is  expected  to be matched  by a  concurrent
increase in revenues.  However,  the  Company's  net loss may  continue  even if
revenues  increase  and  operating  expenses  may still  continue  to  increase.
Expansion of the  Company's  operations  may cause a  significant  strain on the
Company's  management,  financial and other resources.  The Company's ability to
manage recent and any possible future growth,  should it occur, will depend upon
a significant  expansion of its accounting and other internal management systems
and the  implementation  and  subsequent  improvement  of a variety of  systems,
procedures and controls.  There can be no assurance that significant problems in
these areas will not occur.  Any failure to expand these areas and implement and
improve such systems,  procedures and controls in an efficient  manner at a pace
consistent with the Company's  business could have a material  adverse effect on
the Company's  business,  financial  condition and results of  operations.  As a
result of such expected expansion and the anticipated  increase in its operating
expenses,  as well as the difficulty in forecasting  revenue levels, the Company
expects to continue to  experience  significant  fluctuations  in its  revenues,
costs and gross margins, and therefore its results of operations.

Results of  Operations  - For the Year Ended  December 31, 2000 and December 31,
2001

Revenues

     Revenues  for the year ended  December  31, 2000 were  $824,374 and for the
year ended  December  31,  2001 were  $621,541.  The reason for the  decrease of
$202,833 was due to the cut back on staff to improve profits.  Also, the company
sought out new  corporate  business  and created  new markets for the  company's
training materials.

Operating Expenses

     General and  Administrative  Expenses for the year ended  December 31, 2000
were $548,920 versus $465,558 for the year ended December 31, 2001. Net loss was
$187,881 and $90,554 respectively.

Assets and Liabilities

     Assets were  $182,443 as of December  31,  2000,  and $134,324 for the year
ended December 31, 2001. As of December 31, 2001, assets consisted  primarily of
inventory  and  property  and  equipment,  net with a combined net book value of
$78,120.  Liabilities  were  $337,291  and  $386,079 as of December 31, 2000 and
December 31, 2001  respectively.  As of December 31, 2001 liabilities  consisted
primarily of accounts payable in the amount of $270,583.


                                       18

<PAGE>



Stockholders' Deficit

     Stockholders' deficit was ($220,857) as of December 31, 2000 and ($275,411)
as of December 31, 2001.

Financial Condition, Liquidity and Capital Resources

     At December 31, 2000 the Company had cash and cash  equivalents  of $13,771
as compared to $11,635 as of December 31, 2001.

     The Company may raise  additional  capital  through  private  and/or public
sales of securities in the future but has no definite commitments at this time.

Forward-Looking Statements

     This Form 10-KSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-KSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital  expenditures  (including the amount and nature thereof),  demand
for the Company's  products and services,  expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-KSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.

Item 7. Financial Statements

     The  Company's  financial  statements  have  been  examined  to the  extent
indicated  in their  reports by Melton & Co.,  P.C.  and have been  prepared  in
accordance  with  generally  accepted  accounting  principles  and  pursuant  to
Regulation S-B as promulgated by the Securities and Exchange  Commission and are
included herein, on Page F-1 hereof in response to Part F/S of this Form 10-KSB.





                                       19

<PAGE>




                         L.L. Brown International, Inc.

                        Consolidated Financial Statements

                           December 31, 2001 and 2000




<PAGE>









                         L.L. Brown International, Inc.


                    INDEX


                                                                           Page

Consolidated Financial Statements

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

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

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

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

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



<PAGE>


Melton & Co., P.C.
----------------------
Certified Public Accountants


                          INDEPENDENT AUDITOR'S REPORT

The Board of Directors
L.L. Brown International Inc.
Kent ,Washington

We have  audited  the  accompanying  consolidated  balance  sheet of L.L.  Brown
International,  Inc.  as of  December  31,  2001  and the  related  consolidated
statements of operations,  stockholders  equity(deficit)  and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an  opinion on this
financial  statement based on our audit. The financial  statements of L.L. Brown
International, Inc. as of December 31, 2000 and the year then ended were audited
by other  auditors  whose report dated March 2, 2001,  expressed an  unqualified
opinion on those statements.


We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects the consolidated  financial  position of L.L.
Brown International Inc. as of December 31, 2001 and the consolidated results of
its  operations  and its cash flows for the year then ended in  conformity  with
generally accepted accounting principles.

The accompany financial  statements have been prepared assuming that the company
will  continue as a going  concern.  As  discussed  in note 10 to the  financial
statements,  the Company  has  experienced  significant  operating  losses.  The
Company's financial position and operating results raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in note 10. The  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.




/s/ Melton & Co. P.C.
March 2, 2002


               615 Griswaold, Suite 320 * Detroit, Michigan 48226
                     (313) 965-9504 * (313) 965-9571 (Fax)



<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                           Consolidated Balance Sheets
                           December 31, 2001 and 2000

                  ASSETS

                                                                                         2001                  2000
                                                                                -------------        --------------
<S>      <C>      <C>         <C>                                               <C>                  <C>
         Current Assets
                  Cash and Cash Equivalents                                     $      11,635        $       13,771
                  Accounts receivable net                                              27,319                41,400
                  Inventory                                                            40,996                52,785
                  Deposits                                                              7,854                 7,854
                                                                                -------------        --------------
                              Total current assets                                     87,804               115,609
                                                                                -------------        --------------
         Property and Equipment, net                                                   37,124                54,276
                                                                                -------------        --------------
                  Other Assets
                              Due from Stockholders                                     9,396                12,557
                                                                                -------------        --------------
TOTAL ASSETS                                                                      $   134,324        $      182,443
                                                                                =============        ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
         Current Liabilities
                  Accounts Payable                                               $    270,583        $      222,884
                  Notes Payable                                                         9,525                21,950
                  Accrued payroll and business taxes                                   55,475                53,281
                  Current maturities of long-term debt                                 50,496                39,175
                                                                                -------------        --------------
                              Total current liabilities                               386,079               337,291
                                                                                -------------        --------------
         Long-term Debt, less current maturities                                       23,656                66,009
                                                                                -------------        --------------
         Stockholders' Equity (Deficit)
                  Preferred stock, $.001 par value, 1,000,000
                     shares authorized, no shares issued
                  Common stock, $.001 par value, 20,000,000 shares authorized,
                     10,638,803 shares issued and outstanding in 2001,
                     10,465,303 shares
                     issued and outstanding in 2000                                    10,640                10,604
                  Additional paid-in capital                                          604,628               568,664
                  Accumulated deficit                                               (890,679)             (800,125)
                                                                                -------------        --------------
                              Total Stockholders' Equity (Deficit)                  (275,411)             (220,857)
                                                                                -------------        --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $ 134,324         $     182,443
(DEFICIT)                                                                       =============        ==============
</TABLE>


                             See accompanying notes


                                       F-1

<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 2001 and 2000


                                                                              2001                2000
                                                                          --------------       -------------
<S>      <C>         <C>                                                  <C>                  <C>
Revenues                                                                  $     621,541        $    824,374
Cost of Sales                                                                   233,332             442,004
                                                                          --------------       -------------
Gross Profit                                                                    388,209             382,370
General & Administrative                                                  $     465,558        $    548,920
                                                                          --------------       -------------
                     Income (Loss) on Operations                                (77,349)           (166,550)
         Interest expenses                                                       13,205              21,331
                                                                          --------------       -------------
                     Income (Loss) before Income Taxes                          (90,554)           (187,881)
                     Income Taxes                                                     --                  --
                     Net Income (Loss)                                    $     (90,554)       $   (187,881)
                                                                          ==============       =============

         Net Income (Loss) per share - basic and diluted                  $      (0.009)       $     (0.018)
         Weighted Average Basic shares Outstanding                           10,620,803          10,562,454
</TABLE>









                             See accompanying notes


                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
            Consolidated Statements of Stockholders' Equity (Deficit
                 For the Years Ended December 31, 2001 and 2000



                                              Common Stock                      Additional      Accumulated
                                                Shares          Amount      paid - in capital    Deficit         Total
                                             --------------    ---------    ----------------    -----------    ----------
<S>                                          <C>               <C>          <C>                 <C>            <C>
Beginning Balance
     December 31, 1999                           10,465,303     $ 10,466           $ 431,302    $ (612,244)    $(170,476)
     Shares Purchased                                 9,500           10         $     9,490                        9,500
   Shares Issued as                                 128,000          128             127,872                      128,000
   Compensation (value $0.001)
   Net Income (Loss)                                                                              (187,881)     (187,881)
Ending Balance
   December 31, 2000                             10,602,803     $ 10,604           $ 568,664    $ (800,125)    $(220,857)
                                             ==============    =========    ================    ===========    ==========
</TABLE>



<TABLE>
<CAPTION>
                                              Common Stock                     Additional      Accumulated
                                                Shares          Amount      paid - in capital    Deficit         Total
                                             --------------    ---------    ----------------    -----------    ----------
<S>                                          <C>               <C>          <C>                 <C>            <C>
Beginning Balance
   December 31, 2000                             10,602,803    $  10,604    $        568,664    $  (800,125)   $ (220,857)
   Shares Purchased
   Shares Issued as
      Compensation (value $0.001)                    36,000           36              35,964                       36,000
   Net Income (Loss)                                                                                (90,554)      (90,554)
Ending Balance
   December 31, 2001                             10,638,803    $  10,640    $        604,628    $ ( 890,679)   $ (275,411)
                                             ==============    =========    ================    ============   ===========
</TABLE>




                             See accompanying notes

                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                         L.L. Brown International, Inc.
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2001 and 2000

<S>                                                                   <C>                 <C>
Cash flows from operating activities                                              2001              2000
                                                                      ----------------    --------------

      Net Income (Loss)                                               $        (90,554)   $     (187,881)
                                                                      ----------------    --------------
      Adjustments to reconcile net loss
          used in operating activities
                 Depreciation                                                   12,047            16,084
                 Stock issued in Lieu of Cash Compensation                      36,000           128,000
                 Changes in operating assets and liabilities
                     Accounts receivable                                        13,881            22,816
                     Inventory                                                  11,789            29,138
                     Deposits
                     Accounts payable                                           47,699            48,112
                     Accrued liabilities                                         2,194            19,884
                                                                      ----------------    --------------
                 Total adjustments                                             123,610           264,034
                                                                      ----------------    --------------
      Net cash provided (used) in operating activities                          33,056            76,154
                                                                      ----------------    --------------
Cash flows from financing activities
      Proceeds from issuance of long-term debt
      Proceeds from issuance of common stock                                                       9,500
      Bank Overdrafts                                                                            (17,831)
      Net borrowings (payments) on notes payable                               (12,425)           (3,070)
      Principal payments on long-term debt                                     (31,032)          (10,389)
      Net advances to stockholders                                               3,161            (5,197)

      Net cash provided by financing activities                                (40,296)          (26,987)
                                                                      ----------------    --------------
Cash Flows from Investing Activities
        Dispositions of Property & Equipment                                     6,629             6,442
      Purchases Property & Equipment                                            (1,525)          (42,774)
                                                                      ----------------    --------------
      Net cash provided (used) by Investing Activities                          (1,525)          (36,332)
Net increase(decrease) in cash                                                  (2,136)           12,835
                                                                      ----------------    --------------
Cash at Beginning of Year                                                       13,771               936
Cash at December 31                                                   $         11,635    $       13,771
                                                                      ================    ==============
Supplemental disclosures of cash flow information
Cash paid during the period for interest                              $         13,205    $       21,331
                                                                      ================    ==============
</TABLE>



                             See accompanying notes

                                       F-4

<PAGE>



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




Note 1 - Organization

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

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

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


Note 2 - Summary of Significant Accounting Policies

Principles of consolidation

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

Accounts Receivable

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

Inventories

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

Federal income tax

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




                                       F-5

<PAGE>



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

Property and equipment

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

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

Management's Estimates and Assumptions

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

Revenue Recognition

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

Stock-based Compensation

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

Note 3 -- Property and Equipment

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

<TABLE>
<S>                                                          <C>                <C>
                                                                   2001              2000
                                                             ------------       -----------
Office Equipment                                             $     72,072       $    84,058
Furniture & Fixtures                                               39,758            45,122
Vehicles                                                           42,775            42,775
Leasehold improvements                                              6,227             6,227
                                                             ------------       -----------
                                                             $    160,832       $   178,182
Less:   Accumulated depreciation & amortization                 (123,708)          (123,906)
                                                             ------------       -----------
                                                             $     37,124       $    54,276
                                                             ============       ===========
</TABLE>


                                       F-6

<PAGE>



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

Note 4 - Notes Payable

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

The Company is  obligated  under a demand note  payable to a
bank on which interest accrues at 9.75%. The note is secured
by  substantially  all  trade  receivables,   inventory  and
equipment.                                                         $     9,525  $    9,525

A line of credit  under  which the  Company may borrow up to
$15,000,  is payable to a bank in interest only installments
at 14.5%                                                           $         0  $   12,425
                                                                   $     9,525  $   21,950
                                                                  ============= =============
</TABLE>

Note 5 - Long-term Debt

<TABLE>
<S>                                                               <C>           <C>
Long-term debt consists of the following:                              2001           2000
                                                                  ------------  -------------

Note  payable  to a bank  in  monthly  installments  of $548
including  interests at 9.75%, due December 2001, secured by
automobile,  Vehicle  was traded in on August 8, 2000,  debt
was liquidated                                                    $         0   $          0

Lease payable to Renton Lincoln in monthly  installments  of
$543,  with balloon  payment of  $18,226.60 at the end of 36
months, secured by automobile                                     $    30,172   $     36,688

Note  payable  to a bank in monthly  installments  of $3,207
including  interest at 9.75%,  due October 2002,  secured by
substantially all trade receivables, inventory and equipment      $    43,980   $     68,496
                                                                  ------------  -------------
                                                                  $    74,152   $    105,184
                                                                  ------------  -------------
Less current maturities                                           $    50,496   $     39,175
Long-term debt, less current maturities                           $    23,656   $     66,009
                                                                  ============  =============
</TABLE>

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

      Year ended December 31,

<TABLE>
<S>                      <C>         <C>  <C>
                         2001        $    45,000
                         2002             35,669
                         2003             18,227
                         2004                -0-
                         2005                -0-
                                     -------------
                                     $    97,809
                                     =============
</TABLE>


                                       F-7

<PAGE>


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


Note 6 - Advertising

Advertising  costs are charged to operations  when  incurred,  which amounted to
$2,145 for 2001 and $12,128 for 2000.

Note 7 - Federal Income Taxes

At December 31, 2001 and 2000, the Company had net operating loss carry forwards
of approximately $900,000 and $800,000 respectively,  expiring in year 2014. The
amount  recorded  as deferred  tax assets as of December  31, 2001 and 2000 were
approximately $297,000 and $264,000 respectively, which represents the amount of
tax benefits  arising from the loss of carry  forwards.  Due to the  uncertainty
regarding  the  Company's  ability to generate  taxable  income in the future to
realize the benefit from its deferred tax assets,  the Company has established a
valuation allowance of $297,000 and $264,000 against this deferred tax asset.

Note 8 - Commitments

The  Company  leases its  administrative  offices and  certain  equipment  under
operation  leases  expiring  in 2003.  The  Company  is  obligated  for  minimum
non-cancelable rental payments under the lease through its term as follows:

 Year ended December 31,
                          2002       55,920
                          2003       55,920
                          -----------------

                              $     111,840
                              =============

Note 9 - Related Party Transactions

The Company  had  advances  of $9,396 and  $12,557 to the Vice  President  as of
December 31, 2001 and 2000 respectively.

Note 10 - Going Concern

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

                                       F-8


<PAGE>



Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

   None.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

     (a) Set forth below are the names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the Company.

Name                          Age         Position(s) with Company
---------------               -----       --------------------------
Carolyn Scott Brown           49            President

Lester Brown                  60            Vice President

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

Family Relationships

     Carolyn Scott Brown and Lester Brown are husband and wife.

Business Experience

CAROLYN SCOTT BROWN

     Carolyn Scott Brown,  age 49, currently serves as President to the Company.
She has served in this  capacity  since May 1991.  Her  duties in this  position
include directing all activities of the Company,  including  marketing,  product
development and strategic  planning.  Prior to L.L. Brown,  Mrs. Brown served as
Sales Manager of Pacific  Institute from January 1989 to May 1991. Her duties in
this  position   included   managing  sales  for  the  Independence   Initiative
Department.  From  September  1970 to  June  1974,  Mrs.  Brown  attended  Brown
University,  where she received a Bachelor of Arts.  From September 1974 to June
1981 Mrs.  Brown attended  Teacher's  College at Columbia  University  where she
received a Master of Arts degree in Psychology.

LESTER BROWN

     Lester L. Brown, age 60, currently serves as Vice President to the Company.
He has  served in this  capacity  since May 1991.  His  duties in this  position
include training,  marketing and public relations.  Mr. Brown studied Psychology
through a special program at Oxford Prison in Oxford, Wisconsin.

                                       20

<PAGE>



Compliance with Section 16(a) of the Securities Exchange Act of 1934

     No Director,  Officer,  Beneficial  Owner of more than ten percent (10%) of
any class of equity  securities of the Company  failed to file on a timely basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year or prior fiscal years.

Item 10.         Executive Compensation [to be completed]

<TABLE>
<CAPTION>
                                Annual       Annual
                                Comp         Comp        Annual     LT Comp       LT                   All
Name and                        Salary       Bonus       Comp       Rest         Comp     LTIP        Other
Post                  Year        (1)        ($)         Other      Stock        Options  Payouts       (1)
-----------------    ------   ------------  --------   ---------   ----------   --------  --------  -------
<S>                    <C>      <C>                                <C>
Carolyn Scott          1999     $64,512.79                         4,384,500
Brown,
President              2000     $62,500

                       2001     $10,500


Lester L.              1999     $69,750.81                         4,384,500
Brown,  Vice-
President              2000     $58,500

                       2001     $10,500
</TABLE>

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employees.

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets  forth  information  as of  December  31,  2001,
regarding the ownership of the Company's common stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of common stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of common stock
beneficially owned.



                                       21

<PAGE>


<TABLE>
<CAPTION>
Name and Address of          Title of        Amount and Nature of     Percent of
Beneficial Owner                Class        Beneficial Owner            Class
---------------------------- ----------      ---------------------    ----------
<S>                          <C>             <C>                        <C>
Carolyn Scott Brown(1)       Common          4,384,500                  40.2%

Lester L. Brown(1)           Common          4,384,500                  40.2%

All Executive Officers and   Common          8,769,000                  80.3%
Directors as a Group
(two (2) persons)
-------------------
</TABLE>

(1)  The address for each of the above-listed officers and directors is c/o L.L.
     Brown  International,  Inc.,  19435 68th Avenue South,  Suite S-105,  Kent,
     Washington 98032.

     There are no arrangements  which may result in the change of control of the
Company.

Item 12. Certain Relationships and Related Transactions

     In March 2001, the Company issued an additional  26,000 shares to Neil Rand
for  investor  relations  services,  10,000  shares  to Alan Ose & Viola Ose for
storage of the Company's training materials in the Phoenix area and 1,000 shares
to Atapana Mamea for $1,000. For such offering,  the Company relied upon the 506
Exemption,  the  Florida  Exemption,  460-44A-506  of the  Washington  Code  and
17-4-114 of the Wyoming Code.

     In January  2002,  the Company  entered  into a consulting  agreement  with
Capital  Research  Group,  Inc. to provide  services for management  consulting,
business advisory, shareholder information and public relations for the Company.
The term of the agreement is for a period of 3 months.  For such  services,  the
Company committed to arrange for a third party to transfer 200,000 shares of the
Company's  unrestricted  common  stock to the  consultant.

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

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

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

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

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

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

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

                                       22

<PAGE>


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

4.3       [1]  Renumbered as Exhibit 10.12.

5.1       [6]  Opinion of Mintmire & Associates.

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

10.2      [1]  Renumbered as Exhibit 2.1.

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

10.4      [1]  Production Agreement between KBDI and Lester Brown dated September 1998.

10.5      [1]  Standard Industrial Lease between L.L. Brown and Cook Inlet Region, Inc. dated
               January 1999.

10.6      [1]  Service Contract between L.L. Brown and the County of Washtenaw, dated
               January 2000.

10.7      [1]  Agreement between L.L. Brown and Kern County for an Independent Thinking
               Skills Training for CalWorks Participants, dated May 2000.

10.8      [1]  Client Service Contract between L.L. Brown and the State of Washington
               Deportment of Social and Health Services, dated June 2000.

10.9      [1]  Non-Circumvention/Finder's Fee Agreement between L.L. Brown and David
               Penney & Associates, dated September 2000.

10.10     [2]  Service Agreement between the Company and CWA District 7 dated December 5,
               2000.

10.11     [2]  Service Agreement between the Company and Arizona, AFLCIO dated January 29,
               2001.

10.12     [1]  Promissory Note between L.L. Brown and KeyBank National Association in the
               amount of $126,104.00 dated October 1998.

10.13     [6]  L.L. Brown International, Inc. Year 2002  Employee/Consultant Stock Compensation
               Plan.

10.14     *    Agreement between the Company and the Seminole Tribe of Florida dated August 30, 2001.

10.15     *    Agreement between the Company and Capital  Research  Group,  Inc. dated January 17, 2002.
</TABLE>


                                       23

<PAGE>


<TABLE>
<S>       <C>  <C>
11.1      [3]  Statement re:  computation of per share earnings.

16.1      [4]  Letter on change of certifying accountant pursuant to Regulation SK Section
               304(a)(3).

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

23.1      [6]  Consent of George Stewart, CPA

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

[1]  Previously filed as an exhibit to the Company's  Registration  Statement on
     Form 10SB on November 13, 2000.
[2]  Previously filed as an exhibit to the Company's Annual Report on Form 10KSB
     on March 21, 2001.
[3]  Previously filed as an exhibit to the Company's First Amended  Registration
     Statement on Form 10SB on April 5, 2001.
[4]  Previously  filed as an exhibit to the Company's  Current Report on Form 8K
     on August 17, 2001.
[5]  Previously  filed as an exhibit to the Company's  amended Current Report on
     Form 8K on August 27, 2001.
[6]  Previously filed as an exhibit to the Company's  Registration  Statement on
     Form S-8 on January 25, 2002.
*  Filed Herewith.

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









                                       24

<PAGE>


                                   SIGNATURES

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

                         L.L. Brown International, Inc.
                                  (Registrant)


Date: March 28, 2002     By: /s/ Carolyn Scott Brown
                         ----------------------------------
                         Carolyn Scott Brown, President

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

     Pursuant to the  requirements  of the  Exchange  Act,  this report has been
signed by the following persons in the capacities and on the dates indicated.

Signature                         Title                Date
-------------------------         ---------------      --------------

/s/Carolyn Scott Brown
-------------------------
Carolyn Scott Brown               President            March 28, 2002

/s/ Lester Brown
-------------------------
Lester Brown                      Vice President       March 28, 2002






                                         25